


In RWBY's Shadow

by TheGoose2012



Category: RWBY
Genre: Action/Adventure, Drama, Emotional, Friendship, Long, My First Fanfic, some violence
Language: English
Status: Completed
Published: 2020-01-29
Updated: 2020-06-16
Packaged: 2021-02-27 18:08:05
Rating: Teen And Up Audiences
Warnings: Creator Chose Not To Use Archive Warnings
Chapters: 50
Words: 411,008
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/22467622
Author URL: https://archiveofourown.org/users/TheGoose2012/pseuds/TheGoose2012
Summary: Lilly Azura always dreamt of a new beginning at Beacon. But when some familiar faces quickly grab the spotlight, can she and her team really do anything to climb out of RWBY's shadow?
Comments: 3
Kudos: 18





	1. A Fresh Start

**Author's Note:**

> A RWBY fanfiction set in the first 3 volumes of the show. Not a strict retelling, as the team's actions will cause changes along the way. Complete story posted on fanfiction.net. Uploading chapters on Wattpad and AO3 with edits.  
> Plenty of references throughtout. Most are to various works by Coeur al'Aran and a brief reference to Rainstorm4 (both on FFN). Both granted permission ahead of time.

A fresh start.

That’s all Lilly wanted. A chance to finally put the past behind her and start over. Signal had been quite valuable to her training, but she longed to break free of the cliquish nature of the preparatory academy.

Now, sitting on the flight to Beacon, Lilly finally felt that she had her chance. Only a few people at Beacon would know her and she’d soon have a team to call her own. If all went well, she might even be made a team leader! Just the thought of it made her smile all the brighter.

At the very least, Lilly felt certain that she would be valuable as a strategist. While she might not be the greatest individual fighter, the Beacon examiners had been impressed with her planning and adaptability in the entrance examination. Professor Goodwitch’s letter had even told her that she placed in the top ten percent!

Stay calm, she reminded herself for at least the tenth time, nervously fidgeting with the thick blonde braid that hung over her shoulder. They had yet to arrive at the school, but many of her fellow first-years would be forming opinions of each other during these initial interactions. If she got too carried away in daydreaming, she would look live a naïve imbecile. Lilly tried to focus on looking serious. Not that serious! she screamed mentally. No reason to come across as a moody creep.

Lilly quickly scanned everyone around her and was relieved no one had noticed her facial acrobatics. Most were too busy either looking out the windows or staring absentmindedly at their scrolls.

I just need to keep myself focused. Yet again, Lilly checked the latches on her small suitcase, ensuring nothing would escape. She was pretty sure having her clothing spill out on the floor would doom her social life. First impressions should not be made based on underwear and socks.

Content that her unmentionables were secure, Lilly began to brush off the imaginary dirt from her new outfit. Her old outfit was familiar, but was more appropriate for someone trying to blend in to a crowd. After numerous shopping trips, she had finally settled on something a little less subtle. After all, her goal was to finally be noticed by people.

Despite what her dad seemed to think, there was nothing scandalous about her new clothes. The white sweetheart top by itself would have given him conniptions, but the light blue jacket she had added covered her shoulders and upper arms entirely. Although she could admit that the jacket’s underbust corset style (the shopkeeper had referred to it as “steampunk”) was a little out there for her, she did like how it accentuated certain things. After all, she was hoping to get noticed for more than just her tactics. Lilly huffed at the feeling of warmth creeping across her cheeks and quickly tried to find something to further distract herself.

“This is the best day ever!” Lilly cringed slightly at the familiar voice that echoed across the airship. Her eyes unwillingly zeroed in on the last person she wanted to see. Yang Xiao-Long currently had her sister, Ruby Rose, in a bear hug. Lilly saw them come onboard earlier, thinking it weird that Yang had her younger sister accompany them to Beacon.

Isn’t the shuttle supposed to be for students only? Figures that Yang would get special permission to bring someone along with her. Then came the shock of hearing rumors that Beacon had accepted a fifteen-year-old this year. While she didn’t usually put much stock in rumors, Lilly was pretty sure Yang had somehow gotten her younger sister into Beacon with her. As the top fighter at Signal, Beacon had probably given Yang whatever she wanted to ensure she attended there.

To say that Yang and Lilly didn’t get along at Signal would be an understatement. It was no coincidence that they were never selected to spar with one another. Despite being told at the start of Signal that they should expect to have a graded spar with each of their classmates at least twice per year, the teachers had made sure to keep them from meeting on the mat for the last two years. While Lilly was grateful not to have to face the top fighter in school again, most of their classmates were aware of the divide and had sided with the more popular of the two. Lilly soon became a loner, as few were willing to even try to be friends in the end.

When Lilly had heard Yang bragging about getting accepted to Beacon, she immediately looked into the other three Huntsman academies. Beacon was usually touted as the premier academy, but Lilly figured that was mostly just local pride. Beacon hadn’t even won the Vytal Tournament in almost a decade. Atlas had the most recent victory, so surely they would be just as suitable for her. While the distance and militaristic attitude of the academy would be a downside, the lack of a certain buxom blonde bimbo far outweighed the negatives.

Unfortunately, her parents disagreed. Why would she want to travel all the way to Atlas when they could practically see Beacon from their home on Patch? Lilly knew that basing her decision on trying to avoid Yang would not go over well with them, so she instead tried to focus on the positives of Atlas. Each of her reasons survived about as long as a lone Nevermore chick against Vale’s anti-air weaponry.

A chance to see the world and experience other cultures? Huntsmen traveled extensively, so that could wait until after Beacon.

She preferred colder weather? Change the thermostat in her room. Plus, her new outfit would hardly keep her warm (another swipe by her father).

She was impressed by Atlas’s technology and research? Beacon has one of Remnant’s largest libraries and digital access to most of Atlas’ unclassified studies.

It became quite apparent that her parents would not be convinced. When she kept pushing, they finally told her the decision was hers to make, but they would only fund Beacon. Having saved very little of her lien up to that point, her inability to fund both the entrance fee and the travelling expenses had settled the debate once and for all. The worst part was how her parents had managed to make it sound like she had the freedom to choose but knew they had already won. Sadly, it was her own fault for not saving better the last few years, so she couldn’t exactly blame them in the end, despite how much her teenage mind wanted to.

All she could do now was try to avoid Yang and her diminutive sister for a few days. Gods forbid that she get put on a team with Yang. She doubted that they would last long living in the same room. Once she had her own team, Yang wouldn’t be that much of an issue. At worst, their teams might have to spar once in a while, but the likelihood of her getting paired with Yang individually was pretty low, as there was a greater focus on team training over individual fighting. After all, they were already expected to be the best of the best by getting accepted.

A breaking news alert from the holographic screen nearby interrupted Lilly’s thoughts as Lisa Lavender described yet another Dust store robbery. Surprisingly, Roman Torchwick was said to have been present for this one.

Unsurprisingly, he had escaped authorities yet again.

A lot of people often questioned how such a well-known criminal could be allowed to roam free, but Lilly understood. The police would never stand a chance against a thief with Huntsman training. It would take other Huntsmen to bring him to justice, but that was unlikely to happen. Huntsmen were too valuable to waste on a thief, even one as prolific as Torchwick. When taking him down might leave an entire village vulnerable to the Grimm, the choice was pretty straightforward.

A follow-up story regarding White Fang activity in a faunus protest caught Lilly’s attention. She wasn’t sure if the White Fang had become more active lately or if the news was just reporting it more, but it was rare that a White Fang incident didn’t make the news at least once a week now. What do they hope to achieve? All they’re doing is turning the public further against them.

Before Lilly could think on the issue further, the news feed suddenly cut out and was replaced by an image of Professor Goodwitch.

“Hello, and welcome to Beacon.” Of all the faculty at Beacon, Lilly was most excited to meet Goodwitch. Many of the Huntsmen and Huntresses that had spoken at Signal were too laid back in her opinion. Being responsible for the very survival of humanity was no laughing matter, yet many of them would joke around or try to impress the students with their tall tales and heroics. Signal had even had Professor Port come speak to their class last year. Lilly never did figure out how Port allegedly scared away a pack of Gryphons with nothing but a slingshot and “manly determination” as he put it.

From what she had seen from online videos of Goodwitch, however, the woman did not hold back. That was probably the reason she was in charge of sparring and second only to Headmaster Ozpin himself. Analytical to a fault, Goodwitch was always able to pick out the tiniest errors in a student’s fighting style. Some students took offense to her critique, seeing it as her being nitpicky, but Goodwitch always had advice on how to improve, which Lilly saw as the mark of an excellent instructor. After all, those minor improvements could mean the difference between life and death, not just for the student, but for their team and whomever they might be protecting.

As the image of Goodwitch faded from view, the rest of the students began to crowd the windows. The spires of Beacon could be easily seen ahead, signifying that they would soon be landing. Knowing there would be a frantic rush as everyone tried to quickly gather their items and rush to the auditorium for their official welcome by Headmaster Ozpin, Lilly grabbed her suitcase and decided to head toward the exit. The only downside was how close she would have to pass by Yang.

Just keep your eyes down and maybe you can sneak by unnoticed. Luckily, much like those around them, Yang and Ruby were too busy admiring the view to notice as Lilly slipped by a few feet away. With the exit in sight, Lilly quickened her pace, only to be battered aside by a blonde idiot trying to hold in his breakfast. The foul odor that followed him showed how unsuccessfully he had dammed the putrid flow. What kind of Huntsman can’t handle a simple shuttle flight? Lilly wondered as she carefully navigated around the drops of filth he left in his wake. Hopefully this wasn’t a sign of how her day would go.

Finally reaching the door, Lilly flinched at the sudden yelling from behind her.

“Yang, gross! You have puke on your shoe!” Then again, maybe her day was off to a good start after all.

**Notes for the Chapter:**

> Short chapter to kick things off. Rest will be 5k+ words (average 7-8k words). The story is already complete, but I wanted to go back and make some minor edits. As I finish each, I'll upload them here.


	2. First Impressions

Lilly was grateful she’d gathered her belongings early, as several students were already waiting to exit when the shuttle doors opened. She paused at the end of the ramp to savor her first step onto Beacon’s courtyard. Gathering her courage, she took a deep breath and…

“Bleh!” Regret – and a vile stench – wafted through her as the airsick imbecile from earlier threw up into a nearby trash can. Feeling her breakfast rising for a second tasting, Lilly hastily walked toward the entrance to Beacon. It wasn’t until she had reached a large, circular expanse of the walkway that she remembered exactly where she was.

The crossed axes of Vale lay beneath her feet, etched in the pavement to signify her arrival to the pride of the city. Her eyes widened as she slowly looked up to see the impressive structures before her. Ahead, she could already spot the Beacon Fountain, with its pair of brave Huntsmen standing above an Alpha Beowolf. Lilly loved the symbolism – a reminder of the ever-present threat of the Grimm, but also humanity’s ability to rise above that threat. Just beyond stood the massive wooden doors that served as Beacon’s main entrance. Through those doors, Lilly felt a grand future awaited her.

“The view from Vale’s got nothing on this.” Again, that hated voice followed Lilly everywhere. Glancing back, Lilly saw that Yang and Ruby were pretty close. Luckily, the grandeur of Beacon had kept them from noticing her yet, but she decided it would be best not to tempt fate by remaining. A few clusters of students nearby could provide the cover she needed, although she made sure to steer clear of a group she recognized from Signal.

Lilly quickly passed by a squad of four armored teens, three of which were clearly vying for the attention of the tallest, who stood silent apart from an occasional chuckle at their jokes. Though his eyes tracked her momentarily, he largely ignored her as she slid past them. Thankful that their armored forms easily hid her from view, Lilly sat down on a nearby bench and pulled out her scroll. _Dad should still be at work. Mom’s probably picking up Violet from Signal right now._ While that meant she should be able to just leave a voicemail for them, she wasn’t willing to risk one of them picking up. Chatting with them would likely calm her nerves a bit, but Lilly wasn’t sure if there was time for one of her parents’ notoriously long conversations. Instead, she decided to send them a quick text.

 _Made it to Beacon. Gonna check in. Will call after dinner._ Simple yet informative. Lilly double-checked the message for errors before hitting send and stealing a glance to see if the coast was clear yet.

The other Signal graduates must have been waiting for Yang, as they were now speeding toward the school together while chatting and laughing with her in the lead. No doubt, they were eager to pick up their social lives where they left off only a few months ago at Signal. With them gone, Lilly put her scroll away and started toward the school as well.

A soft thud from behind caught Lilly’s attention. Apparently, Yang had ditched her little sister in favor of her Signal pals. A freshly abandoned Ruby was now sprawled amidst several white suitcases. Lilly shook her head and was about to leave when she caught sight of the suitcases’ owner.

Instantly, Lilly felt a surge of excitement at seeing Weiss Schnee. _I heard she was taking some time off from singing for Huntsman training, but I never thought she’d be coming to Beacon!_ Three years ago, Lilly had received one of Weiss’s CDs as a birthday gift. Many of Lilly’s allowances since then had gone toward creating a collection of all the albums Weiss produced. For her sixteenth birthday, Lilly’s parents had even taken her to a concert during one of Weiss’s Valean singing tours. A pre-signed poster from that evening still hung in her room back home. Even her scroll’s ringtone was from one of Weiss’s final performances. Now, standing a stone’s throw away, Lilly’s favorite singer was reprimanding one of her least favorite people on Remnant.

Lilly could barely keep herself from rushing up and asking for an autograph. Her fingers had already made their way into her bag for something to write on before she realized how foolish that would be. _I doubt she’s in the mood to give autographs,_ Lilly thought as the scolding continued. Instead, she quickly turned and continued toward Beacon – after snapping a quick photo with her scroll, of course. Lilly couldn’t help but smile as the schemes began flying through her head. W _hy be a fan when I could become a friend?_

As a fellow student at Beacon, Weiss would likely have the same classes as Lilly, giving them ample opportunity to get to know each other. Soon, they’d be close friends. After all, they both had similar tastes in music (Weiss’s) and disliked the same people (Yang and her ilk).

 _What if we get put on the same team?!?_ Lilly’s head swam with the possibility. They would share a room, eat meals together, and sit by each other in class. Maybe Weiss would even want her to come visit her mansion during breaks! Pretty soon, Lilly would be enjoying fine dining and the high society life. She would then meet some young suitor from a prominent family and live in the lap of luxury. Maybe she could even get a job as security for the SDC with her connection to its heir. Even better, she could serve as personal security for Weiss herself, as they would already be close from their time at Beacon.

Lilly’s mind came crashing back to reality as she bumped into a shorter girl with honey-blonde hair near the fountain. “Sorry. Excuse me.” Lilly slipped by the quiet girl without waiting for a response, already making plans for how best to approach Weiss as she made her way to the auditorium. Teams were typically formed within the first few days, so she needed to move quickly if she hoped to catch Weiss’s interest in time. Their first evening was supposed to be a socializing opportunity to meet each other before initiation, but others might recognize Weiss by then and try the same thing. Perhaps dinner after Ozpin’s announcement, but what if there were no seats available at Weiss’s table? What if Weiss went into town for dinner instead?

With a frustrated growl, Lilly settled on a plan. A little bolder than she liked, but great accomplishments required bold actions. If she wanted to ensure a chance to meet Weiss, Lilly would just have to get to her before Ozpin’s speech started. If they hit it off, the two could then eat dinner together and already be acquainted before the gathering that evening. At the very least, it gave Lilly a head start on the countless vultures that would try to steal a coveted spot on Weiss Schnee’s team.

Many of the students from the shuttle were already in the auditorium as Lilly slipped in the back. Most were in small clusters, either catching up with old friends or making new ones. Near the front, the Yang gang had taken over a small section, which no one else seemed brave enough to encroach upon. A few stragglers lurked near the entrance, either too shy or overwhelmed to try to meet the other students. Lilly claimed a spot among them to watch for the arrival of her future teammate.

A buzz from her skirt pocket alerted her to a new message. As she pulled out her scroll, Lilly realized she actually had a few texts waiting for her. The countless vibrations of her scroll had failed to penetrate the dreams of team Weiss.

The first few were from her mom, who preferred series of short messages instead of just a single one.

_Glad you made it safely!_

_Have you made any new friends yet?_

_Can’t wait to hear from you!_

The occasional emoticon made Lilly roll her eyes. Her mom tried so hard to be cool sometimes, but it never quite worked out. Why there was a laughing face with tears after her last message was beyond Lilly. There was also a pair of texts from her sister Violet. The first was a longer ramble of thoughts and updates.

_Just got out of school. Mom said you’re at Beacon already. When do you get a team? Send me a pic of them! House is kinda quiet with one less person. Had my first spar of the year today! Totally wrecked this new guy named Beryl, but he took it well. Asked if he could train with me after. Kinda cute, so agreed to train this weekend. Gonna have Dad drive me so I can watch the fireworks when the two meet. Haven’t told him I’m training with a guy, so should be fun!_

The evil-looking smiley face at the end seemed fitting. Violet always enjoyed messing with their dad, and making some guy squirm would just be a bonus to her. If he made it through the agony of being grilled by Dad, Violet would probably give him a chance. Of course, that line of thinking led to the follow-up text.

_Met any cute boys yet?_

Really, for only being thirteen, Violet was pretty boy crazy. She might have to see about trying to rein her in a bit during break. That didn’t stop her mind from wandering, of course. As she began to think of boys she had seen thus far, only a few faces came to mind. There was that group of armored guys earlier. Some of them had looked okay, but they struck her as the macho type that needed to show off constantly. Lilly doubted that would interest her much. Unfortunately, the only other guy that stood out in her mind so far was a certain puke-sack from the shuttle. That thought died an ugly death, as Lilly had no interest in being on the receiving end of his intestinal instability.

The last text, which had just come in, was from her dad. He had probably just gotten off and sent her a predictably short message before heading home. The fact that it coincided with Violet’s last message seemed all too fitting.

_Good luck. Remember, books before boys._

That was always a favorite line of his; a way of stressing that school was for learning, not dating. Dad had always been a little overprotective of his girls, but he meant well. A few days ago, he had taken Lilly out to dinner to celebrate before she left for Beacon. Among all the topics that they discussed, the talk about boys had been surprisingly short. Dad had reminded her that she should focus on her studies, but he knew it wouldn’t be long before she was bringing home some guy during the breaks. All he had said was to make sure it was someone she could be proud to bring home. He finished by saying he would start digging a pit out back, just in case the first guy wasn’t good enough.

Lilly rolled her eyes as she put her scroll away but couldn’t help the pleased smile that memory brought. Without really saying it, her dad had basically told her he trusted her. The conversation felt like the start of a new chapter in life. No longer was she the little girl that needed watched over. She always had her father’s love, but now she felt she’d earned his respect.

As Lilly looked up, she caught a glimpse of white passing by. Weiss looked pretty frustrated as she stomped through the entrance, muttering to herself the entire time. Her hair was a little out of place and Lilly could swear that a few parts of her dress looked burnt on the edges. The fierce Schnee glare worked to part a group of students as she found a spot off to the side to stand and dust herself off.

Clearly, something had happened in the last few minutes that had royally angered the Dust heiress. Lilly hesitated to approach, wishing Weiss would be in a better mood for their first meeting, but steadied herself and walked over. _Maybe she could use a friend right now._ Surely, she could at least use someone to vent her frustrations to. No one else seemed willing to approach at the moment, so Lilly did her best to calm her squealing inner fangirl and walked straight up to introduce herself.

“Hi, I’m Lilly!” Not the most eloquent introduction, but her mind had gone blank on approach and just blurted something simple.

“What do _you_ want?” came the sudden reply as Weiss whirled to face Lilly. Weiss’s face was bright red as her eyes shot daggers to impale whatever moron wished to irritate her further. Lilly instinctively stepped back a little in shock, which must have snapped Weiss out of her murderous funk, as she quickly calmed down and shook her head. “Sorry, I’ve just had to deal with the most infuriating little red-haired nuisance. I shouldn’t have snapped at you like that.” The quick apology gave Lilly the courage not to run for her life.

So it _was_ Ruby that had angered Weiss so much. “It’s okay. I saw a little of what happened. Ruby should really be more careful around your belongings.” Hopefully, siding with Weiss against Yang’s tag-along would help them get off to a good start.

“You _know_ that little runt?” Weiss apprehensively eyed Lilly, her words dripping with accusation.

 _Crap! She thinks I’m Ruby’s friend or something!_ “I went to Signal with her older sister, so I know a little about her. Never really got along with either of them, though.” Lilly tentatively tried to distance herself from Ruby in Weiss’s mind. _I refuse to let a member of that family wreck another possible friendship._

“Ah.” Weiss paused briefly in contemplation before beginning again with a scowl on her face. “That little menace knocked over several cases of refined Dust! Some of it must have come loose, because when I tried to tell her to be more careful, she managed to blow us both up in the middle of the courtyard! I really don’t understand how someone so young and helpless could have gotten into Beacon.”

 _Common ground. Run with that!_ “I know, right? She still had two years left at Signal, yet here she is. How she can hope to keep up is beyond me. I just hope I don’t get stuck on a team with her.” Lilly hoped the subtle team reference would help Weiss see the obvious. Surely she would be a better partner for Weiss than Ruby. “Looks like the welcome speech should start soon. Wanna find a spot further up?”

Weiss nodded in return and led them to a spot near the front of the gathered students. Lilly desperately racked her brain for something to talk about but was interrupted by a loud yell from a few spots to their right.

“Ruby! Over here! I saved you a spot!” Weiss glanced over as Yang hollered across the auditorium. Lilly grimaced at how close Yang was, but was grateful that she hadn’t been noticed yet. Weiss seemed mildly annoyed by the yell until she noticed who was coming over. The quiet growl that escaped signified that Weiss wasn’t quite done educating the scarlet squirt.

As the two sisters chatted, Weiss pulled a pamphlet out of her jacket and slowly approached the two. Knowing that this would likely be an epic telling-off of Ruby, and that Yang would probably draw Weiss’s ire in trying to defend her sister, Lilly followed close behind. _Front row seats to their embarrassment and a chance to be seen in the company of Weiss? I wouldn’t miss this for the world!_

“…I just wanted her to stop yelling at me!” Ruby was in the midst of explaining what had happened and never noticed the two of them approach, which left her completely unprepared for Weiss’s sudden arrival.

“You!” Weiss’s exclamation scared Ruby so much that she leapt into Yang’s arms. “You’re lucky we weren’t blown off the side of a cliff!”

“It was an accident!” Ruby’s feeble attempt at satiating Weiss didn’t do much for the icy glare directed at her. As Ruby disentangled herself from her impromptu tower, Weiss shoved a pamphlet entitled _Dust for dummies and other Inadequate Individuals_ into Ruby’s face. “What’s this?”

What followed sounded like the sped up clauses at the end of a commercial. Lilly struggled to keep up, piecing together the bits and pieces that she could gather. The basic gist of it seemed to be a clause exempting the SDC from liability while encouraging people to read the pamphlet on how to properly handle Dust. At the end, Ruby seemed even more confused than before.

“You really want to start making things up to me?” _Oh no, is she going to try to make up with Ruby?_ Aside from the disappointment at not getting a more epic smack-down to watch, Lilly feared that Weiss might actually allow Yang and Ruby to spend time with her. They could not be allowed to steal her new friend! “Read this and don’t ever speak to me again.” Lilly breathed a sigh of relief as Weiss finished speaking. Ruby looked equal parts fearful and embarrassed. That Weiss could do that so effectively only made Lilly idolize her more.

“Sounds like the two of you got off on the wrong foot. Why don’t you just start over and try to be friends, okay?” Of course, Yang had to be a good big sister and try to smooth things over. Naturally, Ruby was eager to seize any chance to undo the damage she’d done thus far and quickly agreed. Ruby held out a hand, introducing herself with an offer to “hang out” together.

Weiss’s response was dripping with sarcasm and even managed to insult the retching retard from the airship. Lilly stifled a laugh as Ruby obliviously became excited about the prospect of friendship before Weiss callously crushed her hopes.

“Besides, I have much better options of people to ‘hang out’ with.” Weiss concluded her air quotes by motioning her head toward Lilly, who quickly froze under the attention. _Weiss Schnee just publically declared her intent to hang out with me! Eeeeee!_

“Whoa, hang on a second! You can’t just…Oh, hey. Uh…didn’t see you standing there.” Yang’s rising anger was quickly replaced by awkwardness as she noticed Lilly standing nearby. Lilly did her best to strike a confident pose, content to bask in the embarrassment of her nemesis. “Um, maybe we should go, Ruby.”

Ruby seemed shocked at Yang’s sudden passiveness and glanced toward Lilly. After a few seconds, Ruby’s confused look was replaced with recognition. “Hey! It’s Lilly, right?”

Lilly wasn’t sure which was more surprising, Ruby’s recognition of her or the tiny imbecile’s inability to read the awkwardness emanating from her sister. They had never spoken before, nor did Lilly think Yang would have ever mentioned her to Ruby. Lilly only knew of Ruby because she had seen them together from time to time and overheard some conversations about her.

“Ruby, I really don’t think we should…” Yang tried again to get away from the combined ire of Weiss and Lilly, but Ruby stood her ground.

“Yang didn’t tell me you were coming to Beacon.” _Wonder why?_ Lilly jokingly thought as she continued to stare at Ruby. She honestly had no idea how to respond to the girl, but was saved from doing so by the arrival of Headmaster Ozpin.

“I’ll keep this brief.”

/- - - - - - - - - -/

Dinner was wonderful.

The amount of food Beacon made available at meals was enormous, and the quality did not suffer from the quantity. The bench seats in the cafeteria weren’t the most comfortable, but they were still better than the cafeteria tables at Signal.

But the best part of dinner was that Lilly got to spend the entire time hanging out with Weiss. Most of the discussion centered around Atlas, as Lilly had numerous questions about the culture, figuring it was a safe topic that Weiss could discuss at length. Lilly made sure to add a question about her singing career just before they left the cafeteria, assuring that they continued talking as they headed to the ballroom. If all went well, they would chat into the evening, requiring them to claim an area of the floor together for the night. With initiation early tomorrow morning, starting the day off together should help cement her place as Weiss’s teammate.

“Do you think you’ll ever go back to singing, like during the breaks or something?” Lilly really hoped so, as she wanted more music to listen to. Plus, as Weiss’s teammate, she would be expected to come show her support. Maybe some front-row seats and backstage passes could be made available.

“I don’t know. I guess it depends on how busy things get in the later years. I might do some recording during the break, but I doubt that I’ll do many concerts. Have you heard many of my songs?”

“I love _It’s My Turn_ , but _Path to Isolation_ may be my current favorite.” Lilly recalled the numerous training sessions with Weiss’s music blaring. While Weiss could chill you with her haunting melodies on slower, more somber tunes, Lilly enjoyed some of her more high-energy songs the most. “I went to one of your Vale concerts last year. I think your _Mirror Mirror_ may have been the most engaging performance I’ve ever seen.”

“Yeah, it’s…” Weiss paused at some distant memory as she reached up toward the left side of her face. “…a very meaningful song to me.”

Sensing the serious turn in mood, Lilly tried to redirect the conversation quickly. “There’s an open spot near the wall we could grab. Might be nice to have something to sit against until lights out.”

Weiss regained her composure quickly and followed Lilly over to where she had pointed. Lilly made a mental note to thank her mom for the new sleeping bag. Her old one was nice but had a full-length action pose of Weiss for its design. So far, Lilly felt she was doing a decent job of treading the line between friend and fangirl, but paled at the thought of what it would look like to already have a sleeping bag with your new friend’s photo on it.

Best case: rabid fangirl.

Worst case: maniacal stalker.

“I need to make a few calls before settling down for the evening. Hopefully, I’ll be back within the hour.” Weiss didn’t sound too thrilled about her calls, but Lilly nodded and said she needed to call home as well. _Probably business-related. Doubt that’s the kind of stuff anyone gets excited about._

As Weiss headed out of the ballroom with scroll in hand, Lilly made her way to the locker rooms down the hall to change into her nightclothes. A few minutes later found her sitting on her sleeping bag in a white tank top and light blue pajama pants. Pleased that the corner she had picked out was relatively quiet, Lilly pulled out her scroll and called home. Somehow, catching up with people she had seen less than twelve hours ago ended up taking over half an hour.

Most of the conversation focused on Lilly’s first day. Her mom was glad that she had made a friend already, but was surprised when Lilly revealed who the friend was. She recovered quickly, reminding Lilly that Weiss was just a girl at a new school like her and to try not to treat her too differently. Sometimes, those in the spotlight wonder what the shadows feel like. Lilly also assured her mom that she had eaten a healthy meal and not just snacked now that she was away from home.

Naturally, Lilly tried to avoid discussing her run-in with Yang and Ruby, but her mom asked about them directly. She knew that Yang and Lilly didn’t get along, but always tried to encourage Lilly to try to bridge that gap. Yet again, the insistence that Lilly try to start fresh with Yang was there, but Lilly assured her mom that Yang wasn’t interested in being friends either. Yang clearly wanted to avoid her entirely when Weiss and Ruby were arguing. Lilly insisted that the best she could do was to just avoid Yang so that they could both settle in. Maybe things would improve once they had their own teams and things calmed down, but Lilly really doubted it.

After numerous goodbyes and a last second “Books before boys!” yelled by her dad, Lilly put her scroll away and looked around at some of the other students in the ballroom. Tomorrow, three of them would become her team. Obviously, she wanted Weiss to be one of those three, but who else looked interesting?

Sitting not far away to Lilly’s right was a girl in a black yukata quietly reading a book. Lilly thought it was a little odd to wear a bow to bed, but to each their own. She considered going over and introducing herself, but could tell this girl was completely absorbed in her book. Being a bit of a bookworm herself, Lilly understood how great it could be to find a story that enveloped your senses like that. When you would cease seeing words and instead see the story itself in your mind. Such a sensation was not to be interrupted so casually, so Lilly continued looking over the crowd for other potential teammates.

Across the room, a bright splash of red hair caught Lilly’s attention. The simple brown pajamas helped the wearer blend in, but there was no missing that hair. Lilly double- and triple-checked to make sure she was right, gasping at the realization of who it was.

Pyrrha Nikos, championship fighter, the Invincible Girl, sat across the ballroom by herself. Judging by the glances of those near her, several students had noticed who they were in the presence of. Arguably the most talented fighter of their generation was a first-year at Beacon with them!

Lilly’s brain just about died at the thought of being on a team with Pyrrha. While she wasn’t a fan of riding coattails to success, feeling one should earn their standing, it was hard to imagine anyone not getting a major boost from being on her team. Team combat would be one-sided, as Lilly had seen matches where Pyrrha took on entire teams of fighters singlehandedly. With the Vytal Tournament this school year, there was a good chance that whoever was on her team would get to raise the Vytal Trophy with her.

 _How perfect would it be to get both Weiss and Pyrrha on my team? We would easily be top of the class._ Lilly began to fantasize about her future team. Weiss would likely be team leader, but Lilly wouldn’t be opposed to her or Pyrrha being leader instead. With Weiss and Lilly combined for strategy and Pyrrha providing the muscle, they would be unstoppable.

 _Maybe the local bragging about Beacon’s superiority is true?_ After all, Weiss Schnee of Atlas and Pyrrha Nikos of Mistral both travelled there for training. _I doubt they would’ve been turned away at the other schools. In fact, I’d be surprised if their home countries didn’t offer all kinds of scholarships and deals to entice them to stay. So why would they have travelled to Beacon unless the training was superior?_

The thought occurred to Lilly that she still needed a final team member. While she doubted that would matter much with Weiss and Pyrrha already on the team, it couldn’t hurt to consider her options. Name-wise, it would be good to have someone with a last name that started with “D” to complete the team name. Then, they could be Team SAND – Schnee, Azura, Nikos, and… D – with Weiss as leader. Then again, if Lilly was the leader, maybe they should get a first name starting with “N” instead. Then they could be team LWPN, or Lupine. While not the most important aspect of a team, it never hurt to have an easy to pronounce team name.

While her dad would throw a fit, it wouldn’t be terrible to have a guy on the team. It would complicate the changing and bathing arrangements a bit, but many teams were coed. Lilly scanned the male section of the room and was quickly greeted by several shirtless guys either showing off or wrestling, all in a bid to get attention. It didn’t take long to realize who they were showing off for, as Yang had managed to find a spot near the edge of the girls’ section and was clearly enjoying the show. Most of the girls, like herself, were ignoring the pathetic displays and settling in for the evening.

A soft padding of bare feet heralded the return of her partner-to-be. Wearing a simple blue nightgown and with her hair down, Weiss looked a lot more relaxed than earlier. True to her word, she had only been gone a little less than an hour.

“Everything alright?” Lilly asked as Weiss carefully sat down on her sleeping bag.

“Just some boring business calls. The board prefers that I check in at least once a month so I can stay up-to-date on the SDC’s inner workings. Hopefully, those calls will buy me some time before they pester me again.”

“Sounds thrilling.” Lilly felt that the sarcasm would accurately mirror Weiss’s feelings on the matter. Sensing that Weiss would probably appreciate a distraction, Lilly shared what she felt was the most important news of the day. “Did you know Pyrrha Nikos is here?”

Weiss’s head jerked up at breakneck speeds as she began to look around hurriedly. “What?!? Are you sure?” After a brief scan of the room, Weiss must have finally caught sight of the redhead, as a smile quickly spread across her face and she began mumbling to herself. “I need to figure out a way to have her on my team. The two of us together would be unstoppable!”

Sensing that her stock was plummeting in comparison to Pyrrha, Lilly rushed to make sure she was included in that power team. “Maybe we could approach her in the morning to see if she’d like to be on our team.” It wouldn’t do to unite Weiss and Pyrrha, only to get left behind in the process, after all.

Weiss paused in contemplation of Lilly’s plan. “It _is_ a little late, so probably best we leave her be tonight.” Lilly breathed a sigh of relief at her inclusion in Weiss’s plan. “Tomorrow morning will be a better opportunity. We should get some sleep and–”

A ruckus from their right halted Weiss’s scheming, drawing both of their attentions. Just in front of the book-reading girl, Yang and Ruby were loudly fighting with one another. Clearly, the quiet girl before them was less than enthralled with their interruption of her story but endured the disruption patiently. Lilly hoped they would quiet down soon, as she was ready to turn in for the night.

Weiss was a little less patient.

“Don’t those imbeciles know people are trying to sleep? That’s it! I’m putting a stop to their foolishness.” Weiss rose quickly to her feet and stormed off to dispense some well-deserved justice.

Lilly smiled contentedly and slipped into her sleeping bag for the night. _Take ‘em down, Weiss,_ she silently cheered. Hopefully, Weiss could save that girl from Yang’s ridiculousness while putting the two sister’s in their place. As she drifted off to sleep, a final thought crossed her mind.

_Hmm. I wonder if that girl’s name starts with a D?_


	3. Initiation

Lilly’s first morning at Beacon was a rushed affair. Minutes before her alarm went off, Professor Port had kicked open the doors to the ballroom, armed with an obnoxiously loud air horn and his far more obnoxious yelling. She and Weiss then ate a quick breakfast and headed for the locker rooms before most of their classmates.

The plan was simple. All they had to do was find Pyrrha before Initiation and see if she would be willing to join their team. While neither of them were sure how teams would be formed, surely they could figure out a way to ensure they teamed up. It didn’t really matter who the fourth person was, although Weiss preferred an all-girl team. They had also agreed that Yang and Ruby would make less-than-ideal teammates but felt certain neither of them would want to team up after yesterday’s encounters.

Lilly’s assigned locker was on a different row than Weiss’s, but that also gave them a better chance at spotting Pyrrha. She hurried over to her locker and took a deep breath to calm herself. Opening the locker, she smiled at the two reinforced bamboo tonfa that awaited her.

_It’s finally time, guys! We’ve waited so long for this chance. Now, we can finally show everyone what we’re capable of. I can’t wait to show you off to Weiss and Pyrrha!_

Lilly’s weapons had gone through numerous iterations when she started at Signal. First-years at Signal designed and built their own weapons with guidance from faculty, and Lilly had started out with a basic pair of tonfa, being a more defensive fighter. After gaining some strength, the length had increased a few times until she settled on the current size. The back edges extended past her elbows, while the leading edge was about half as long. A few attempts at adding blades or spikes to increase offensive capabilities had been scrapped, as it just always felt a little unbalanced to her. Eventually, she decided to increase the thickness slightly and incorporate a simple pistol design into the leading edges of both, which worked well at first but still left her vulnerable to long-distance attacks.

With a little help – and a lot of training – Lilly had finally updated her weapons to their current design, which she had named _Tantum_ and _Brevis_. She favored a left-hand defensive stance, so _Brevis_ was a little thicker than its right-handed sibling, which allowed her to switch out the pistol for a shotgun blast instead. She could reverse the grip on _Tantum_ to increase her attack range, which also housed a simple dust rifle for longer-range engagements. Most opponents didn’t expect her to have a long-range option at all, which gave her a slight advantage early in fights.

Securing both tonfa behind her in their crossed belt strap, Lilly quickly stowed some extra cartridges in the small pouches on either side of her belt and closed the locker. Looking around, she couldn’t see Pyrrha, so she headed over to the next row of lockers to see if Weiss had found their target yet.

As Lilly rounded the corner, a yell alerted her to an incoming blonde missile. Stepping back quickly, she watched as vomit-boy shot across the room and was pinned to a locker by a bronze javelin. Lilly turned to see Weiss and Pyrrha standing across the room, with Pyrrha shouting an apology to the guy she had just launched.

“Ah, there you are Lilly!” Weiss quickly waved Lilly over and introduced her to Pyrrha. “Pyrrha Nikos, this is Lilly.” Lilly realized she had never mentioned her last name to Weiss. “As I mentioned earlier, she and I met yesterday and plan on teaming up.”

Lilly took Weiss’s quick nod as her cue and extended her hand to Pyrrha. “Hi, Pyrrha!” Again, her mind blanked, proving that meeting new people was still a struggle for her.

Thankfully, Pyrrha averted any awkwardness by quickly shaking Lilly’s hand. “It’s a pleasure to meet you. It’s so nice to see everyone already making friends.” Any further pleasantries were cut off by an announcement over the nearby speakers.

“Would all first-year students please report to Beacon Cliff for Initiation. Again, all first-year students report to Beacon Cliff immediately.”

Despite their limited interaction with the owner of that voice, the students already knew better than to try Miss Goodwitch’s patience. Lilly followed Weiss and Pyrrha toward the locker room exit, which led them past the still-pinned loser from earlier. As they slipped by, Pyrrha effortlessly tugged her javelin free, dropping him on the floor. “It was nice meeting you,” Pyrrha said as they passed. Lilly heard a brief mumble of agreement as they continued outside.

“What happened with that guy?” Lilly asked as she caught up with Weiss.

“Jaune interrupted my discussion with Pyrrha and was getting a little too close for comfort. Pyrrha was gracious enough to allow me some breathing room.” Weiss chuckled slightly as she nodded her thanks to Pyrrha, who looked a little embarrassed.

“So, Pyrrha, any idea what we’re in for today? I couldn’t find much information about Initiation before coming to Beacon, although there were a lot of references about the cliff being the ‘launching point’ of our career.” Maybe someone had been thrown from the cliff in a spar or something. Seeing some of the students’ weapons, including a giant metal hammer, Lilly could see something like that being a possibility.

“I’m not sure, to be honest. Guess we’ll all find out together in a few minutes.”

Beacon Cliff was only a short, uphill walk from the school and marked the dividing line between Vale and the Emerald Forest. While most of Vale was surrounded by enormous walls to keep the Grimm at bay, the sheer drop of the cliffside would be a pretty difficult climb and acted as a natural barrier to the monsters lurking within the foliage below. Even if a Grimm managed to scale the cliff, a school dedicated to killing Grimm stood between it and the city, ensuring the creature would never reach the civilians beyond.

At the summit of the cliff, both Ozpin and Goodwitch stood in front of a line of small, metal platforms emblazoned with the Vale crest. Goodwitch was hastily working on an electronic pad while Ozpin busied himself with the contents of a large mug. Several students were standing nearby, waiting for instruction. With the arrival of Yang, Ruby, and Jaune, Goodwitch suddenly looked up and began speaking.

“Students, welcome to Initiation. Please select a platform to stand on and we will go over what is expected of you today.” Pyrrha selected a platform near the middle, with Weiss hurrying to claim the platform to her left. Lilly just managed to take the platform beside Weiss before Jaune could, earning a grateful nod from the heiress as the dejected dope trudged to the end platform beside Ruby. Once all of the students were situated, Ozpin took a final sip and began speaking.

“For years, you have trained to become warriors. Today, your abilities will be evaluated in the Emerald Forest.” Ozpin signaled the end of his speech by returning to his mug. As before, it seemed he preferred to keep things short and to the point, which Lilly appreciated.

With a sigh at having to step in once more, Goodwitch continued, “Now, I’m sure many of you have heard rumors about the assignment of teams. Well, allow us to put an end to your confusion. Each of you will be given teammates…today.” Several students mumbled or gasped in surprise at the new information. _What did they think Initiation would entail? We already got accepted. Even more obvious, we’re supposed to move in to our team dorms this afternoon. How could we do that without teams?_

“These teammates will be with you for the rest of your time here at Beacon. So it is in your best interest to be paired with someone with whom you can work well.” Ozpin paused briefly to let the seriousness of pairings sink in.

 _I wonder how they will pair people up? Maybe they plan to analyze our performance in the forest and decide who complement each other’s fighting style?_ The best teams typically had a range of styles to maximize their effectiveness. A team of all long-range fighters would be in trouble if their enemy got too close, whereas a completely melee team would be doomed against ranged opponents unless they could close that gap. Ideally, you would want one or two long-range fighters with some close-range teammates to deal with anything that closed the distance too quickly.

“That being said, the first person you make eye contact with after landing will be your partner for the next four years.”

Other than the orange-haired girl with the hammer loudly proclaiming her foreknowledge, the students were understandably shocked at the revelation. This time, Lilly joined in the chorus of gasps. _My entire future rests on who I bump into in the middle of a Grimm-infested forest?!? What kind of stupid system is this?_ Lilly glanced over to Weiss, but was dismayed to see that Weiss was focused on the champion beside her. Of course, the question still remained how the pairs would be matched to form teams.

“After you’ve partnered up, make your way to the northern end of the forest. You will meet opposition along the way. Do not hesitate to destroy everything in your path, or you will die.” Ozpin’s warning seemed pointless to Lilly. _Oh, the Grimm-infested forest might not be safe? What a surprise!_ “You will be monitored and graded on your performance for the duration of your Initiation, but our instructors will not intervene.”

So, the faculty had set up cameras throughout the forest to watch them? Maybe the pairs would be combined based on their performance, then. At the very least, it meant they couldn’t cheat to ensure they got the partners they wanted by ignoring whomever they encountered first. _Guess I’ll just have to try to find Weiss or Pyrrha early on._ While she wanted to have both on her team, the only way to ensure their teaming up would be to partner with one. Maybe they could all meet up after pairing and proceed as a team of four. Surely, if they fought well together, their impromptu team would be made official.

Ozpin proceeded to explain that there was an abandoned temple at the north end with some sort of relics that they needed to retrieve. Their grade would incorporate retrieving a relic, their performance, and who returned first. _So, not only do I need to find a partner quickly, we then have to hurry to the temple and back before everyone else if I want to start with a good grade._

“Are there any questions?” Despite Jaune trying to ask something, Ozpin quickly continued, “Good! Now, take your positions.”

The clicking beneath her feet and earlier mentioning of “landing” made Lilly realize exactly what she was standing on. While Jaune was busy asking something about landing strategies, the students to Lilly’s left were being launched into the forest one at a time. Unfortunately, that meant Lilly would be launched before Weiss, so following her would be difficult. _Best bet is to watch where she is heading and try to adjust. With our platforms next to each other, we should land in relatively the same area._

As the short girl to her left was launched, Lilly braced herself and readied her weapons. An ominous click sounded as the platform propelled Lilly into an arc toward the forest. Lilly glanced behind and saw that Weiss was pointed a little further right than Lilly and was already summoning glyphs to slow her descent. Lilly quickly spread her arms to increase her resistance in an effort to slow down, but easily overshot the area Weiss was headed for.

As she broke through the top of the forest canopy, Lilly gripped both tonfa by the ends to catch as much foliage as possible with the handles. Each twig that snapped under the pressure also bled her momentum until _Tantum_ caught the base of a stronger branch that withstood the impact. Having spied a fork in the trunk of a large tree she had just passed, Lilly allowed the momentum to swing her around the branch and disengaged just past the top of the motion. The resulting flip allowed her to nimbly land in the tree behind her, where she quickly took in her surroundings.

An explosion from behind drew Lilly’s attention as Yang came flying overhead, using her gauntlet blasts to propel her beyond the other students for a head start. Lilly quickly ducked out of her tree in an effort to avoid the whooping blonde. _Thank goodness she kept going. Can’t imagine getting stuck with her right away._

With a quick double-check of her direction, Lilly began jogging toward where Weiss should have landed. Other than Yang and an aerial cartwheeling Jaune, Lilly hadn’t seen any students pass overhead, so she assumed Pyrrha had also landed further back, but possibly a little more east.

A few minutes of searching yielded no results for Operation Partner Up. After a brief trip south, Lilly turned east, hoping to head Weiss off. Lilly managed to avoid one of the armored guys from yesterday as he burst through some bushes, but quickly relaxed when she realized he wasn’t alone. Somehow, all four of that group had found each other and were now charging toward the temple. _Wish I had as much luck finding my team_.

Of course, all the noise they made attracted a few Beowolves. With the Grimm being more focused on the racket of the guys’ stampede, only one had paused and spotted Lilly as the other three hurried after the boys. Lilly quickly reversed her grip on _Tantum_ and fired a single shot through its throat, ensuring it couldn’t summon the rest of the pack. As the body began to smoke and fade away, Lilly waited quietly in case other Grimm had heard the shot. Ahead, she could pick out the cheers of the armored platoon as they no doubt finished off their pursuers. Once she was satisfied that the threat had passed, Lilly continued toward the edge of a nearby clearing.

 _By now, Weiss has probably made her way toward Pyrrha. If I could see the surrounding area, maybe I could figure out my best option._ A lone tree at the edge of the clearing caught Lilly’s eye. Maybe she could spot Weiss from the top. If she couldn’t get a good idea of where to go, Lilly decided she would head north with a slight angle east. Hopefully, she would stumble upon Weiss or Pyrrha along the way.

Climbing the tree was a little difficult at first, as most of the branches were formed higher up. Reaching a branch near the top that looked sturdy enough to support her, Lilly surveyed the forest around her and quickly zeroed in on a group of Beowolves across the clearing. In the middle of their circle, Weiss stood alone, readying a strike. _Yes! I finally found her. By the looks of things, she’s still in need of a partner too! I need to get down there and help her out._

A sudden, red blur interrupted Lilly’s thoughts as Ruby shot in front of Weiss and struck the first Beowolf. Not only did Weiss already have a partner, but it was one of the worst potential partners Lilly could have imagined. Before Lilly could bemoan the situation further, however, she watched in horror as Weiss stumbled and redirected her attack, sending a line of fire directly at Lilly’s tree. The highly volatile dust attack instantly ignited the entire tree, and she soon found herself in the midst of an inferno. Lilly instinctively brought her hands up to protect her face, but quickly realized her mistake as she slipped from the tree and plummeted to the ground below.

“Oof!” A soft groan sounded from beneath Lilly. Looking down, Lilly realized she had landed directly on top of a shorter girl with honey-blonde hair. _Wasn’t she on the launch pad next to mine?_ Such thoughts ended abruptly as Lilly realized that she was still sitting on top of her unfortunate landing pad. Scrambling to her feet, Lilly reached down to help the girl up.

“I am _so_ sorry.” Lilly tried to hide her embarrassment. “Are you okay?”

“I’m fine.” Taking a deep breath, the girl dusted off her pale orange shirt and straightened the sleeves that reached just past her elbows, then looked at Lilly questioningly. “What happened to your tree?”

“Long story. I’m Lilly.” While she felt the fault for her fall rested on Ruby cutting off Weiss’s attack, Lilly figured it would take too much effort to explain.

“Hi Lilly! My name’s Honey. D-do you have a partner yet?” Honey’s soft voice stammered nervously. While not chubby, the shorter girl also wasn’t the typical bean pole figure of most students, Lilly included. The loose shirt and gaucho pants suited her well in that regard.

“I think I just met her.” Lilly did her best to strike a friendly smile as Honey’s vivid orange eyes widened and a genuine smile spread across her small, round face. Honey clearly had a thing for orange, with the angled bright-orange and white stripes on her pants matching her eyes perfectly, although the thin blue-gray lattice design across the stripes kept the orange from being _too_ overpowering and helped bring some definition to her outfit. Unsurprisingly, Honey’s running shoes were also the same shade of orange with white around the heel.

Their introduction was sadly cut short by a flaming branch striking the ground behind them. It had taken a few moments, but the fire from the tree had now started to spread to some of the other nearby foliage. As they fled the fire, Lilly realized it had cut them off from Weiss and Ruby. More importantly, it was between them and the temple, meaning they would be taking the long way around.

/- - - - - - - - - -/

Smit Brendis landed in a roll on the forest floor and took a moment to enjoy his surroundings. Growing up in Atlas, the weather in Vale felt magnificent, and he basked in the warmth that caressed his olive-toned skin. No longer did he need to wear an annoyingly thick coat all the time. Instead, his bright red sleeveless shirt had him feeling free and relaxed. _Plus, the girls’ outfits are much more to my liking in this weather._

Unfortunately, his new ensemble didn’t do much for all the thorns on that bush he had rolled into, but his aura had kept them from breaking skin. He smirked at the numerous prickles caught in his dark tan cargo pants and picked a few out, flicking them away contemptuously.

 _Finally get to join a team. I hope that blonde chick from last night is nearby._ Smit had caught the leering looks that girl had been shooting toward him and a few others in the ballroom. He didn’t normally go to bed shirtless, but after hearing that all first-years would be in the same room, Smit couldn’t help but show off a bit. He was also thankful for the bright red highlights in his dark brown hair, which tended to make him stand out a bit. _I worked hard for these muscles, and I intend to reap the benefits. Now, if I were that hottie from before, where would I be?_

As if summoned by his thoughts, the blonde bombshell shot by overhead, Smit’s red eyes tracking her as she launched herself further into the forest. With a quick stretch, Smit ran after her. _How awesome would it be to be partnered with her?_ Living in the same room as her would definitely have its benefits, plus all the extra time together would surely give him a chance at more than friendship. His pace increased to keep up with his racing mind.

In his haste, Smit failed to notice the root sticking out of the ground and soon found himself tumbling down a hill into a cluster of bushes. Fortunately, these bushes had no thorns and he fell through them with ease.

Unfortunately, he then ran into the back of a rather large Beowolf, which seemed as stunned by Smit’s sudden appearance as he was. The shock wore off quickly for Smit, but even quicker for the Grimm. As Smit jumped to his feet, a strike from the Beowolf’s paw knocked him back a few paces. Since the Beowolf had been facing away from him, the blow was clumsy and didn’t do much damage, but there was immense strength in the hit nonetheless. Turning to face him, the Beowolf let out a loud growl as Smit cracked his knuckles through black, fingerless gloves.

“Sorry, pal, but I don’t think you can be my partner.” Smit stepped back to avoid another swipe. “It’s not you. It’s me.” Another quick dodge. “Okay, it’s mostly you. I just don’t think we’d get along. Besides, I’m after someone else.” The Beowolf leapt high, allowing Smit to roll underneath. As the Beowolf quickly spun to face him again, claws tearing into the ground for purchase, Smit’s eyes glowed brighter for a brief moment as his hands were engulfed in flames. Smit brought his fists up into a boxer’s stance and readied himself for the next attack.

This time, as the Grimm swung for his head, Smit ducked under the blow and stepped into its guard. From his crouched position, he kicked up and struck the underside of the Beowolf’s jaw, knocking its head upwards as it let out a furious growl. The expected follow-up strike missed Smit entirely as he again ducked, this time delivering two quick jabs to the beast’s chest. The putrid smell of burnt fur and flesh invaded Smit’s nostrils as the Beowolf stumbled back slightly. Seeing an opening, Smit charged forward, forcefully kicking off the side of a nearby tree to raise him above the monster’s head, slamming a fist down on the side of the plated face as he descended. A sickening crack from the Beowolf’s neck heralded the end of the fight as the monster’s carcass fell lifelessly before him.

Ever the showman, Smit extinguished his hands and made sure to bow to his imaginary audience. “Thank you. It was nothing. You’re too kind.” In the midst of Smit’s fictional fanfare, he failed to notice the two other Beowolves that had been attracted by his fight. As the first lunged at him from behind, Smit realized his mistake and dove forward to avoid the attack, but felt the strike connect with the side of his booted foot, causing him to tumble to the ground. Before he could recover, the Grimm charged again. Smit braced for the inevitable pain but instead felt something impact the ground in front of him.

Glancing up, Smit found a fully-armored figure stood over him, having blocked the Beowolf with a silver, square shield. In one fluid motion, the unknown fighter stepped forward and twisted to the side, redirecting the Beowolf’s momentum and causing it to stumble past them. Before the Grimm realized what had happened, a spear pierced its back and drove it to the ground. With a quick twist for good measure, Smit’s new best friend yanked the spear free and turned to face him, which was precisely when the second Beowolf charged.

While the last two had rushed in, this much larger specimen had waited for just the right moment. Whether that was through some basic instinct or simply not having a chance with the previous Beowolf’s charge blocking it, this attack could mean trouble. While Smit felt confident that either of them could take on a lone Beowolf, even a large one, the strike from behind would likely knock the other student forward, possibly tripping over him. Fighting a Grimm from the ground was never a good idea.

Smit managed to blurt out a quick “Look out!” and point at the impending attack, but doubted there was time for the person to turn and counter properly. Instead of turning, Smit was shocked to see the figure quickly spin its spear into a reverse grip and thrust backwards. Despite the Beowolf coming from an angle, meaning a straight jab would miss, the spear found its mark and pierced through the Beowolf’s throat, bursting through the other side. The figure turned to face the attacker, lowering the spear to the side. With a quick kick, the slowly-dissolving corpse was dislodged before Smit’s rescuer turned back to him once more.

Through his shock, Smit had clambered to his feet and now stood facing his new partner. The silvery armor that covered the figure entirely matched the polished shield that had intervened for him. Behind, a canine tail covered in gray fur swayed lazily in the late-morning breeze. The most striking part of the ensemble, however, was the helmet, which took the shape of a wolf’s head. Sharp, gray eyes studied him from within the snarling metal, quietly sizing Smit up.

“Dude, that was awesome! You totally wrecked those two monsters! And the way you took out that last one without even looking?!? You gotta be kidding me!” Maybe Smit was laying it on a little thick, but he didn’t care. “Thanks for the save, man. My name’s Smit, by the way.”

“Randi. Randi Asmer.” Smit was briefly surprised to find that his “bro” wasn’t a guy at all, but didn’t really care either way. “The temple shouldn’t be too far away. You ready to go?”

Smit nodded in agreement and the two set off through the forest with Randi leading at a light jog. Knowing that they were probably a few minutes out still, Smit tried to strike up a conversation.

“You see any of the other students yet?” While unlikely, as she hadn’t partnered with anyone yet, Smit figured it was possible Randi had encountered another pair along the way.

“Only one, but she hadn’t landed yet. Flew by overhead and landed beyond me a bit,” Randi responded, still scanning ahead as they continued north. “I got there pretty quick, but she had already left for the temple. Heard your fight with the Beowolf and decided to head over.”

“Thanks, again.” Smit was pretty confident he would’ve survived, but not unscathed. Given the choice, he would definitely prefer to avoid taking a hit. “So, what’s with the wolf armor thing? It’s pretty sweet and all, but there _has_ to be a story there.”

“It’s a family thing. My great-grandfather wore it years ago. Then my grandfather. Unfortunately, the original was lost, but I made mine based off their design.” Randi summarized her family history nonchalantly, but one detail stood out to Smit.

“You _made_ that?!?” Many preparatory academies expected students to make their own weapons, but armor crafting was almost never taught. Slapping a gun on a sword handle was simple compared to armor design, especially for a full suit like what Randi wore. “Couldn’t you have just gotten it from a blacksmith?”

“My dad was the town smith, so he and I worked together on it. Made me do the shield and spear on my own, though.” Typically, most students at Huntsman academies came from Huntsman families, as non-Huntsman families rarely knew how to unlock someone’s aura, let alone train in combat and aura control. With the cost of preparatory academies on top of all that, most non-Huntsmen families never even considered it an option. Those that tried were almost never able to keep up with their classmates in the long run, meaning it was difficult for them to make it into somewhere like Beacon.

Before Smit could think of any more topics to discuss, they crested the top of a hill and spotted the temple below. Two students were currently in the ruins, casually inspecting a number of pedestals, presumably with a relic on each. Smit quickened his pace, excited by the long, blonde hair ahead. _We meet at last, blondie._

As they approached, the two girls turned to meet the new arrivals. Smit, seeing an opportunity for a good first impression, quickly jogged up and introduced them both.

“Mornin’ ladies! I’m Smit, and this is Randi.” Randi nodded a greeting and began inspecting the “relics” around them, which turned out to just be a bunch of chess pieces. _Why couldn’t he just have told us what they looked like? Made it sound all mysterious, like some ancient artifacts awaited us. Pretty sure this wasn’t a temple for chess worship._

The blonde struck a confident pose and pointed to herself. “Name’s Yang! My partner over there is Blake!” Blake waved half-heartedly as Yang pointed to her. “You all didn’t happen to see a girl in a red cape on the way here, did you?”

Smit recalled seeing Yang with a red-caped girl in the locker room. “Nope. Haven’t seen anyone other than Randi. Well, I saw you rocket overhead earlier. Pretty cool start. Tried to catch up, but ran into some Grimm on the way.” Smit left off the part about Randi jumping in to help him, preferring to let it sound like he fought them off singlehandedly.

“Uh-huh.” Yang paused before motioning to the chess pieces. “You should probably grab a relic. We’re gonna wait a little bit to see if Ruby gets here.”

“Mind if we stick around too? Wouldn’t mind a quick rest. Maybe we could all get to know each other better while we wait.” _Maybe you and I can get to know each other, although your partner’s pretty fine, too. Wouldn’t mind being on that team at all. In fact, I wonder what Randi looks like? I could be the luckiest guy on Remnant if this works out._

Smit strode past without waiting for an answer and looked over the chess pieces. A few were already missing, so it was likely they weren’t the first ones to arrive. While not overly familiar with the game, Smit knew enough to recognize that, other than the pawns, a pair of every piece in both black and gold were present, or had been. _Guessing the pairs with matching pieces become a team, so I should try to figure out what piece Yang claimed and match it._

Both black bishops were missing, so Smit hoped it was some other piece Yang and Blake had claimed. He pretended to inspect a yellow rook and glanced back toward Yang, who was chatting with her partner. As they chatted, Smit caught sight of a black knight piece in Yang’s hand and quickly looked around. There, just two pedestals down, sat the other black knight! Hastening over, Smit snatched it up and walked back to Yang and Blake. Randi, who had been standing in front of a golden knight piece, shook her head and followed behind.

“Got our relic!” Smit proudly held out his black knight piece for the girls to see. Blake subtly smiled at Yang, who winked back at her. _Awesome! They’re happy about me being on their team!_ “So, you all excited to find out who the teams are?”

Yang smiled prettily at him and clasped her hands behind her back, leaning forward slightly and stretching in a way that had Smit’s full attention. “Can’t wait! Looking forward to spending a _lot_ of time getting to know my teammates.” Smit didn’t even notice Blake’s eye roll or Randi slowly shaking her head, too excited about how well his planned had worked.

Sadly, Yang became serious again as a loud scream pierced the air. “Some girl’s in trouble.” Yang and Smit both scanned the tree line, but didn’t see any movement. “What should we do?”

A large shadow briefly eclipsed them as a giant Nevermore flew by overhead. Smit turned to look at Randi, only to see Blake staring and pointing at the sky. A sudden yell of “Heads up!” sounded directly above them as the girly scream from earlier continued to draw closer. Smit looked up just in time to watch Ruby – at least, who he assumed matched that name – fall from the sky, only to be flung into a tree by a mid-air collision with some blonde guy. _Wasn’t that the guy in the blue onesie last night? Where did he even come from?_

Not to be outdone in ridiculousness, several explosions drew their attention to the left. An orange-haired girl rode into the clearing on the back of a large Ursa, complaining loudly about it being broken as the beast collapsed and began to dissolve into the air. The dark-haired guy who came to a halt beside the fresh corpse was panting heavily, apparently having chased this girl’s ride through the forest. Smit was almost knocked over as the girl shot by him to inspect the gold rook he had looked at earlier, then proclaimed herself queen while dancing with it on her head.

In unison, Smit and Yang both asked the question on everyone’s mind. “Did that girl just ride in on an Ursa?” _Good to know I’m not the only one to see that._

Continuing the craziness competition, Pyrrha Nikos, of all people, arrived with a giant Deathstalker in pursuit, dodging several swipes of the scorpion-like Grimm’s giant claws. The group was too shocked to move as Ruby suddenly rushed towards Yang.

“Ruby?”

“Yang!”

“NORA!!!”

Tentatively, Smit joined in the introductions. “I’m Smit?” With everything that had happened in the past minute, he couldn’t even be sure of that anymore.

Blake, apparently feeling the same confusion as everyone else, questioned the circumstances of the latest entrant to their little corner of madness. “Did she just run all this way with a Deathstalker on her tail?”

“I can’t take it anymore!” The burst of flames around Yang didn’t even seem odd at the moment as Smit stepped back from the flash inferno. “Could everyone just chill out for two seconds before something crazy happens again?”

For precisely two seconds, everyone grew quiet, with even the Deathstalker seeming to quiet at Yang’s command, chasing Pyrrha silently like a scene straight out of an old black-and-white film. The silence was then broken by Ruby, who was pointing upwards. “Um, Yang…”

Everyone looked up to watch as Weiss clung perilously to the tip of a Nevermore talon, all the while yelling at Ruby for ditching her. Her grip couldn’t last, however, as the heiress slipped and followed Ruby’s previous journey to the ground. As she passed the nearby treetops, Jaune leapt from a high branch and caught Weiss, only to plummet and become her landing pad.

Despite Pyrrha’s acrobatic dodges, the Deathstalker finally scored a solid blow and launched her to the feet of the group of bewildered teens. Yang’s pronouncement was less than helpful. “Great, the gang’s all here. Now we can die _together_!”

“Not if I can help it.” Ruby dashed forward suddenly, barely avoiding Randi’s attempt to grab her before she charged the Deathstalker alone. Her advance was met by a flick of the Deathstalker’s claw, pushing her back as her attack bounced uselessly off of the thick plating. After recovering and quickly shouting out an assurance that she was fine, Ruby turned to find the Deathstalker awaiting her next move. Wisely, with a quick shot at its face for cover, Ruby fled back towards the group.

Snapping out of the stupor that had seized everyone else, Yang rushed forward to help Ruby, with Randi close behind. The Nevermore from before had circled around again and spotted Ruby below. Perhaps recognizing her as one of the prior stowaways, the Nevermore released a hail of sharpened feathers at the ground below, pinning Ruby by her cape. Yang stumbled backwards to avoid being struck as Randi braced herself and blocked two feathers with her shield, the force pushing her back a step.

Immobilized and with her weapon stowed during her retreat, Ruby stared helplessly as the Deathstalker’s stinger, far larger than Ruby herself, descended towards her. The sheer force of the impact would likely crush her, while the amount of venom something that size possessed would ensure her quick demise.

Like a bullet from a gun, Weiss shot between the palisade of plumage to Ruby’s defense. Smit didn’t understand what she hoped to accomplish, but was shocked at the sudden formation of an ice wall that caught the descending tail only a foot or so from Ruby. Ruby and Weiss held what looked like a meaningful conversation, uncaring for the Deathstalker furiously trying to free itself on the other side of the ice wall.

Yang and Randi soon arrived and escorted the two back to the group to retrieve their relic. With a glance at Smit, Yang subtly guided Ruby towards the remaining golden knight piece, quietly dropping a black knight on the ground behind her while everyone was busy discussing their plan to retreat back to the cliffs.

“We don’t need to fight these things. Focus on reaching the cliffs and getting back to Beacon.” Ruby laid out her escape plan quickly, with nods of agreement from several of their newly-formed party. “Part of the cliff is beyond these ruins. The buildings should be able to provide substantial cover from the Nevermore. We cut through there and make for the cliffs.”

“Won’t it be hard to climb the cliff with that Nevermore nearby?” Randi questioned with her hand raised. “Also, it will just keep attacking once we get up there. I doubt it’s just going to give up and leave.”

The group paused for a moment, looking to Ruby for a counterargument.

“W-We can cross that bridge when we get to it. At least it gets us away from that!” Ruby stammered, pointing behind them at the newly-freed Deathstalker. The ten teens quickly rushed towards the cliff, hoping the ruins would slow down the Grimm behind them. Smit glanced back to see the Deathstalker smash through the temple ruin, scattering the remaining relics.

_Good thing we already claimed ours._

/- - - - - - - - - -/

Lilly and Honey finally emerged from the forest. According to her scroll, it was almost noon already. Going around the fire had taken more time than expected. Worse, the fire had driven much of the Grimm to the north, meaning the two of them had encountered quite a few as they neared the temple. Both of them bore bruises from the ensuing fights, especially from when they encountered a trio of Ursa after running from a swarm of baby Deathstalkers, whose nest they had accidentally stumbled into.

 _At least we finally made it,_ Lilly thought to herself. All that was left was to retrieve a relic and climb Beacon Cliff. A message from Ozpin over an hour ago let the students know that the relics were oversized chess pieces, in case they had trouble finding them at the temple. Considering the photo of the simple structure that they received showed a neat row of pedestals, Lilly wasn’t sure why they felt it necessary to give them so much information…until they stepped into the temple clearing.

Lilly’s jaw dropped at the sight before her. The temple had been reduced to a pile of rubble. Several craters dotted the surrounding landscape. The bridge ahead, which crossed a deep gorge to the base of the cliffs, had disappeared entirely.

“What on Remnant happened here?!?” Lilly shouted, feeling the stress of the day finally overwhelm her. Honey was too exhausted to answer and made her way toward the rubble. Lilly felt certain that this was somehow Yang’s fault.

Lilly and Honey began moving some of the smaller pieces of stone, looking for any remaining relic. After nearly half an hour of excavation, Honey called out that she had found one and held up a black knight. The piece was scratched in several places and the left ear had broken off, but Lilly couldn’t find it in herself to care.

Relic secured, Lilly looked toward the cliff and sighed. “Guess we’re taking the long way around.”

**Notes for the Chapter:**

> Some of the early events, like Initiation, won't change much, as the team needs time to impact events. Promise that the later chapters will see progressively more alterations.


	4. Welcome to the Team

An awkward silence hung over the cafeteria as Lilly and Honey hurriedly scarfed down their lunch. Since they were the last to return, the other first-years had already eaten and were waiting in the auditorium with Miss Goodwitch, who had instructed the two of them to quickly get something to eat before the Team Ceremony. Lilly almost died of embarrassment when she realized everyone was waiting on them, although Miss Goodwitch assured her that the previous pair had only recently arrived. It didn’t help that the clean faces and outfits of everyone else indicated they all had time to shower and change already.

Lilly and Honey had practically sprinted to the cafeteria, finding it empty save for a single janitor and two box lunches on the table closest to the serving lines. Even the kitchen staff had tired of waiting and were too busy prepping for dinner to bother with their meals. Whether it was the exhaustion of Initiation or the emptiness of the enormous room, neither Lilly nor Honey said anything as they inhaled their cold hamburger and fries. Tossing their trash in the nearest receptacle, they beat a hasty retreat and returned to the auditorium. Thankfully, almost no one took notice of their return, as Miss Goodwitch was busy giving instructions.

“In a few minutes, the rest of the student body will arrive to observe your Team Ceremony, in which your team assignments will be revealed, along with the team name and leader.” Miss Goodwitch paused, clearly expecting the resultant chatter. As the noise died down, she adjusted her glasses slightly and continued. “As some of you have likely realized by now, each pair will be matched based on the relic chosen. Before we begin, I will call each team up to the platform and instruct you on where to stand. I will also be giving you your room assignment and updating your scrolls with the information. Your scroll will act as your room key and will only work on _your_ room. Any attempt to access another team’s room uninvited is forbidden, and will be dealt with harshly.”

Miss Goodwitch’s stern glare at the end of her statement made it clear who would be dealing with anyone foolish enough to break that rule. Several of the students visibly shuddered at the thought.

“As your team is called up, please present your relic for collection.” Lilly instinctively patted the damaged black knight in her pocket for reassurance. _Hope she isn’t mad about the damage it took._ Considering how beat up she and Honey were, Lilly felt their relic’s condition suited them well. “Black bishops, please report to the stage.”

The group of armored boys strode forward from the crowd. _Looks like some of the pairs have already found their matches. Wonder who has our match?_ Lilly quickly zeroed in on Weiss. While Weiss’s partner would be a pain, Lilly still hoped that her plan to team up with her idol had panned out.

“Maybe we should try to find our team while we wait,” Lilly suggested to Honey as she started towards Weiss. Honey followed after her with a quick agreement.

Weiss, trying to ignore the red bundle of energy beside her, spotted Lilly’s approach and attempted to distance herself from Ruby. Naturally, Ruby followed her new partner, either not realizing or not caring how one-sided the conversation continued. Considering the telling-off Ruby had gotten yesterday, Weiss’s aggravated silence was probably an improvement.

“Any idea how to turn this thing off?” Weiss asked, motioning to Ruby.

“No clue. Let me know if you find out. Might be useful someday.” Lilly’s easy retort caused Weiss to smile briefly. “This is my partner, Honey, by the way.”

“Nice to meet you, Miss Schnee.” Honey nodded politely as she stepped beside Lilly. _A little formal, but at least my partner is respectful._ Lilly doubted the same could be said of Weiss’s partner, who had finally taken the hint and quieted down for a moment.

“Thank you,” the heiress curtsied elegantly in response, “and please, call me Weiss.”

“Weiss and I met last night,” Lilly explained to Honey before turning back to Weiss. “I tried to find you after we landed, but you already had a partner. Unfortunately, we got separated by that, um, fire.” Lilly stumbled on her words, remembering exactly what – and who – had caused the blaze.

“Sorry about that. If _someone_ had bothered to communicate during combat,” Ruby wilted slightly under Weiss’s glare, “maybe we could’ve travelled to the temple together. So, which chess piece did you retrieve?”

“We have a black knight.” Lilly held out their relic, grimacing slightly at the sight of its damage. “What about you?” _Please be black knight, please be black knight, please be black knight._

“We got the golden knight!” Ruby quickly blurted as she pulled out their relic. Lilly tried to hide her disappointment at the non-matching piece in front of her. _So close. Maybe Pyrrha got the other black knight._

“White rooks, please report to the stage.” Lilly’s hopes were further dashed as Pyrrha made her way to the stage with Jaune and two others.

“Unfortunately, Pyrrha also wound up on a different team.” Weiss looked longingly at the champion on the stage, no doubt mourning the untimely demise of her dream team. Somehow, Pyrrha’s idiot teammate must have mistaken the recipient of the look, as he visibly straightened and waved at Weiss.

“Guess it could’ve been worse.” Lilly tried to cheer Weiss up over her unfortunate pairing. With both Weiss and Pyrrha on other teams, Lilly wondered who was left for her team. _Well, there goes everyone I know except…_

“Hey there, teammates! Was wondering where you wandered off to. Figured we’d track you down, considering Xiao-Long you had us waiting.” The bane of Lilly’s existence approached from behind with the book girl from last night, but came to an abrupt halt as Lilly turned with eyes wide. Lilly’s disappointment at who wouldn’t be on her team suddenly changed to terror at the thought of who would be.

_Noooo! I can’t be on a team with her! Worse, what if they make her leader? I should’ve stayed in that tree and let the fire take me. There has to be some mistake! I demand a recount! Surely they can give us a do-over. Maybe Honey and I can be our own team! Better yet, Weiss wants off her team. She can come with us and Yang can take Ruby. How about a trade of the two?_

Lilly’s mind raced for some way to escape being teamed with Yang. It wasn’t until Ruby spoke up that Lilly snapped out of her mental frenzy.

“I think I finally figured it out. With our last names, we can be Team BRXS! It’s strong, easy to say, and best of all, a type of red!” The randomness of Ruby’s pontificating gave Lilly enough clarity to notice the knight piece in Yang’s hand – specifically, the gold color of the knight. Lilly sighed in relief, content that the disaster had been avoided after all.

Weiss shook her head as she turned back to Lilly. “Somehow, I’m not sure it could’ve been any worse.” Lilly’s eyes widened at the realization that Weiss had landed on a team with both Yang and Ruby. Her own relief at dodging both sisters quickly overwhelmed any pity for her friend.

“Hi, Yang.” The quiet greeting from beside Lilly caught her off-guard as Honey waved to Yang. “I didn’t realize Ruby was coming to Beacon, too.”

“Hey! It’s…Honey, right?” Yang seemed a little unsure if she got the name right, but was rewarded with a smile from Honey for guessing correctly. “Yeah, Ruby got invited to Beacon by Ozpin after stopping a dust robbery in Vale. Pretty awesome, right?”

As Ruby muttered something about her knees, all of them were surprised by Yang’s revelation. Well, all of them except Blake, who had likely already been subject to Yang’s bragging on her sister. _So that’s how she got in? All she did was stop some random crook from knocking over a store? Anyone with aura could’ve taken on a street thug. Guy probably ran the moment she pulled out that ridiculous weapon of hers._

Weiss’s reaction shocked Lilly further. After a quick contemplative pause, Weiss turned to her partner and spoke in a friendlier tone. “On behalf of the Schnee Dust Company, thank you for your service.” Even Ruby was shocked by the sudden change in demeanor, as short-lived as it was. “However, _don’t_ think this makes us friends.” Turning back to Lilly once again, Weiss asked, “Any idea who’s on your team?”

Before Lilly could answer, Miss Goodwitch called for the black knights to come up. Near the far end of the stage, two other students began to ascend the stairs to the side. “Guess I’m about to find out.”

“Ah, Miss Azura, Miss Viella, glad you could make it.” Lilly felt a little odd being addressed by last name, but simply nodded in response. Up close, Lilly was surprised at how tall Miss Goodwitch stood, easily towering over most students and making her seem even more daunting in person. “Do you have your relic with you?”

Color fled from Lilly’s face as she gingerly pulled out the knight and presented it to Miss Goodwitch. “Y-yes ma’am. It was like this when we found it,” she rushed to add. Lilly wasn’t sure if the relics themselves were important or valuable, but felt it better to be on the safe side and make it clear that they weren’t the ones to damage it.

Miss Goodwitch accepted the knight and assured Lilly it was fine. Lilly was pretty sure she heard her mutter something about it serving Ozpin right before she continued, “Since I’m assuming you haven’t had a chance to meet your teammates yet, allow me to introduce Smit Brendis and Randi Asmer. I will need your scrolls so that I may enter your room assignment. Your belongings have already been moved to the appropriate room, so you may head straight there after the ceremony to settle in. Classes will begin tomorrow morning.” Miss Goodwitch had evidently already collected the other two’s scrolls. Lilly quickly handed over her own as Honey did the same. “Feel free to speak with one another while I handle this. It will only take a minute.”

As Miss Goodwitch walked over to a nearby table, Lilly turned back to the unknown half of her team and smiled. “I’m Lilly, and this is Honey. Sorry we took so long. Temple was pretty much flattened when we got there, so it took a while to dig out our relic.”

The brown and red haired guy in front of her tensed slightly before reaching out and shaking their hands. “Smit Brendis. No worries about the wait. Gave Randi and I a chance to get to know each other a bit.” Lilly was surprised at how warm Smit’s hands felt. _Maybe he’s just nervous or something._

Next to Smit stood a slightly taller girl in full armor, a wolf-shaped helmet pinned between her left arm and side. Randi’s Eastern Mistralian skin contrasted with the silver-gray hair that hung down in a simple low ponytail. A pair of canine ears poked through her hair while a large tail swayed gently behind her, just far enough to be visible on either side before reversing and disappearing behind her again. Lilly had seen faunus before, but there weren’t many back home on Patch. She definitely had never been so close to one. _Can’t see what the big deal is. Other than the ears and tail, she looks just like a normal girl would. Shoot, that guy with the Mohawk over there is weirder looking than her._

“Nice to meet you both. Hope we get started soon. I’m looking forward to relaxing for a bit.” Randi’s smooth voice was slightly deeper than Lilly’s own with barely any accent to speak of. Despite continuing to look directly at Lilly and Honey, the ears on top of her head would occasionally adjust towards different noises in the room. Lilly noticed her tail begin to sway further out as they began chatting. _Wonder if I can tell anything based on her tail? Imagine she’d be pretty bad at poker._

The four teens tried to keep the conversation going, desperate to avoid an awkward silence as they waited. Smit, thankfully, soon took over, excitedly describing a Grimm encounter during Initiation. “Had to have been a whole pack of Beowolves. I fought off a few, but one managed to knock me down. Then, Randi just showed up out of nowhere and took it out. A big one snuck up behind her, but she speared it through the throat without even looking!” Lilly wasn’t sure how reliable Smit’s story was. Randi seemed content with his telling, except for a slight chuckle at his mention of a whole pack. Then again, a little embellishment was fine.

Before Smit could heap any more praise on his partner, Miss Goodwitch returned and handed over each of their scrolls. “Your scrolls should now have access to Beacon’s student system, which contains your class schedules and important announcements, as well as contact information for the faculty and all team leaders. Your room assignment and a map of the school grounds can be found there as well. Further announcements will be posted using this system, so make sure to reference it often. Information on this system will be updated at the end of the Team Ceremony, as the team names and leader information will need to be entered.”

Lilly quickly selected the Beacon icon on her scroll and looked at the map. Their rooms were located several floors up, but there was a pair of elevators just around the corner from them. Each of the rooms on that hall had the word ‘Team’ followed by a blank line, which Lilly assumed would be updated that evening. _No spoilers here, unfortunately._

Miss Goodwitch cleared her throat to regain their attention and continued, “Now, for the ceremony, you will be called up after the golden rooks – Nora Valkyrie, Lie Ren, Pyrrha Nikos, and Jaune Arc. When you come up, I would ask that Miss Asmer take the lead, followed by Mister Brendis, Miss Viella, and Miss Azura at the end. When you turn to face the audience, Miss Azura should be on the right, with Miss Asmer on the left. The Headmaster will state your names and what relic you collected. He will then announce your team name and leader. After that, please turn around and walk off the way you came up to make room for the next team. Please remember to stay quiet when the Headmaster is speaking so that we can proceed quickly through all of the teams. We also ask that any applause be held until after each team leader is announced. The faster we can get through each team, the faster you can be dismissed to your dorms for the evening.”

After a quick practice of where to stand, Miss Goodwitch dismissed them and called Weiss’s team to the platform. Lilly noticed that the auditorium was beginning to slowly fill with older students, who stayed to the rear of the room. Having been through this ceremony before, the upperclassmen instinctively left the front open for the first-year students as they chatted amongst themselves. Wearing the Beacon uniform, most of them paid little attention to the new students before them. One group of boys near the front of the upperclassmen were looking at Weiss’s team and chatting excitedly. Lilly’s suspicions on their topic were confirmed when she heard one of them mention the number eight, to which his buddy quickly disagreed and said nine.

_Great, the only ones that even care are just ogling us. Dad would have a fit._ Randi must have heard them too, as she leaned over and told Lilly, “Apparently, you’re a seven, although their leader seems to think eight.” Randi’s salacious wink had Lilly turning as red as Smit’s shirt. _Then again, what Dad doesn’t know won’t hurt him._

/- - - - - - - - - -/

Lilly carefully took her place beside Honey on the stage and tried to calm herself. Public speaking was one of her greatest fears, but standing silently in front of a crowd was almost as bad. She desperately tried to focus on Headmaster Ozpin and block out the crowd of students to her right, but there was no way to ignore the feeling of dozens of eyes watching them in silence.

_Just stand still and pretend they’re not there._ The more she tried to focus on being calm, the tenser she became. Hopefully, no one noticed her slight sway as she shifted her weight between each foot, taking solace in the repetitive pressure and expending some of her nervous energy. _Why can’t he speak a little faster? Say our team name and get us out of here!_

Ozpin casually looked them over for a moment as their photos appeared on the screens overhead. “Randi Asmer, Lilly Azura, Smit Brendis, and Honey Viella. The four of you retrieved the black knight pieces. From this day forward, you will work together as…” _Oh, come on! Wrap it up already!_ “Team LHSR.”

_Team Laser? What kind of a name is that? Kinda pushing it on that color rule a bit._ Lilly managed to keep a straight face as the name was displayed above them. _Wait, if my name is at the start of the team name…_

“Led by Lilly Azura.” Ozpin smiled at her as the polite applause began, but Lilly was still frozen to the spot. _Is he serious? I’m team leader? Ohmygosh, ohmygosh, OHMYGOSH! I’m team leader!_ With a slight lurch, Lilly quickly reached forward to shake Ozpin’s slightly outstretched hand. Her feet didn’t get the memo in time and she stumbled slightly, managing to catch herself before her face could become acquainted with the stage floor. Ozpin smirked as he accepted the handshake, congratulating her on the appointment.

In the back of her mind, a voice reminded Lilly that she was the only one to shake his hand after the announcement. _Gah! I was supposed to walk off the stage already! What am I doing?_ She realized, far too late, that Ozpin had merely been holding his hand out toward the screen nearby, as he had done with each team announcement.

With a quick smile, Lilly turned and found her team waiting to follow her offstage. Honey looked as red as Lilly felt, while Smit was barely holding back laughter. Randi, quickly seizing the role of Lilly’s favorite teammate, stood calmly as if nothing unusual had happened. _Way to impress your new team, Leader Lilly._

Shaking off the sarcasm in her own mind, Lilly hastily walked offstage, with her team following behind. As they passed Weiss’s team, Lilly kept her eyes locked ahead and tried to ignore Xiao-Long’s laughter. A few snickers from the crowd behind her proved her recovery was not as smooth as hoped, but the noise quickly died down as Ozpin began to introduce the next team.

_I can’t wait to call home and tell them all what happened! Probably leave off the awkward acceptance at the end._ Violet would gush about her awesome big sis, likely bragging to her friends as well. Mom would be proud of her. Dad would probably be more focused on the _boy_ on her team than her position.

Of course, now came the problem of figuring out how to lead a team. Honey seemed the type to just follow along regardless, but she wondered if Smit or Randi were upset at not being made leader. Maybe they didn’t think she’d be good enough. _I’ll have to figure out their thoughts and assure them I’ll do a good job. Maybe Weiss and I can strategize together as team leaders. For his own safety, we’ll leave Jaune out of those meetings._ After all, surely Weiss would be the leader of…

“Team RWBY. Led by Ruby Rose.”

“What?!?” The word burst from Lilly’s mouth before she could stop it, but was drowned in the obligatory applause. _How could the fifteen-year-old be named leader? I understand not picking Yang, but you’ve got Weiss Schnee in front of you! Surely that Blake girl would be a better choice, at least._ Judging by the look on Weiss’s face, Lilly wasn’t the only one doubting the Headmaster’s decision.

Once RWBY had left the stage, Ozpin congratulated all of them and turned the platform over to Miss Goodwitch. “Students,” she began as the room silenced upon her arrival, “congratulations again on your team assignments. Please make your way to your respective dorms.” Muffled conversation began in the back of the room as the older students exited the auditorium, no doubt knowing all of the information being given. “If you have any issue using the access panel for your room, please contact me immediately so that it can be resolved. Supper will begin service in two hours, with serving lines closing two hours later. Your class schedules are posted for you to view, starting with History class at nine sharp. Breakfast will be available starting at seven. You are dismissed.”

The newly formed Team LHSR made their way to the nearby elevators and began to ascend Beacon. With three of them still carrying weapons, including one in full armor, Lilly felt a little cramped. She shifted slightly to her right and felt her elbow bump into Honey’s side. Instinctively, she stepped back slightly from the contact, only to poke Smit in the stomach with one of the tonfa on her back. As she stuttered an apology, the doors finally opened, allowing them to pour out toward their room.

Rounding the corner, Lilly passed the first set of rooms and came to a stop in front of theirs. Just to be certain, she pulled up the floor map again and saw that the room had been updated with their team name. The door they had just passed belonged to RWBY, while CRDL was across the hall. JNPR’s room completed the square. _Hopefully, the walls are sound-proof._ The last thing Lilly wanted was to hear Yang through the wall.

As the door opened, the first thing Lilly noticed was how close the beds were to each other. Lined against the far wall with a large window between the middle two, there was just enough room to get in and out of bed between each pair. Lilly hoped she could get a bed next to the window but decided it would be polite to figure out if anyone else had a preference first.

Smit seized the brief hesitation to announce “Dibs on a window bed!” as he belly-flopped on his chosen mattress to their right. “Whoa, this bed is soft!”

Randi began to inspect their new room and quickly discovered an in-suite bathroom on the right. Honey split to the left and took the bed near the wall. Seeing an opportunity to claim her prize, Lilly walked to the other window bed and sat down to inspect the short bookcase beneath the window. Four small stacks of textbooks were neatly arranged on the bottom shelf. Surprisingly, the History book was only the second largest, as a red-leather bound book entitled “The Mighty Monster-Mashing Mustached Man’s Memoirs” dwarfed the rest of the texts. Lilly wondered what kind of class would require such a titanic tome, but figured class concerns could wait until tomorrow.

A large closet sat opposite the bathroom along the wall shared by RWBY, which Honey was currently investigating. Several matching school uniforms currently hung in four small groups, likely a few sets for each of them. Beside the closet door sat all of their luggage, waiting to be unpacked.

_All right, team leader. Time to act like it. We haven’t spoken to each other since before the ceremony. Need to find something to get everyone talking._ Lilly tried to come up with a topic that would interest everyone, but encountered an obvious problem. _I don’t know anything about them! Wait, maybe that could work._

“So, I was hoping we could get to know each other a bit,” Lilly began. Randi and Honey both turned to face her as Smit’s head poked up from his pillow. “Guess I’ll start us off. First of all, I’m really excited to be named team leader and hope I can live up to it. Feel free to let me know if there’s something I could do better as leader.” No one showed any negative reaction to her being leader, causing Lilly to quietly let out a sigh of relief before continuing. “I grew up on Patch, a little island just off the coast of Vale. Studied at Signal before coming here. I’ve done a lot of research into battle tactics, so I’m hoping to design some battle plans for us to practice later.”

a couple other people talking about Signal. You know any of them?” Smit asked. Lilly thought the question a little pointless, but realized Smit was probably just trying to keep the conversation going. _Nice to have an extrovert to help the conversation._ On the bed behind her, Honey leaned forward, interested in her response as well.

Lilly tried to think of who she had seen from Signal thus far. The school was pretty large, despite the sparse population on Patch. Vale didn’t have the space to build an additional school, and expanding the wall would be both costly and dangerous. Lilly often wondered which of those aspects discouraged their politicians more. Patch, on the other hand, had a lot of open space, and the surrounding water meant the Grimm were limited in number. Plus, being so close to Vale, the coasts were easily guarded to protect from aquatic and amphibious Grimm, so the risk of building there was rather low and land was still cheap. With Vale only a short distance away, attendance was quite high. While Lilly could recognize many of her former classmates, she didn’t know most of them that well.

Strangely, the one she knew most was now living next door, but was also her least favorite. “I’ve seen a few already, but I don’t know many of them that well. I was kind of a loner at Signal. Yang was in my class, but we weren’t really close.” _That’s an understatement._ “She and her younger sister, Ruby, are next door. Never really interacted with Ruby, since she was two years behind me. Other than that, there isn’t anyone who really stands out to me.”

Honey looked disappointed for some reason, but Smit was clearly intrigued. “Yeah, about that. How did she get into Beacon so early? Is she like some prodigy or something? Guess that would explain how she got put as a team leader despite her age.” Smit contemplatively stared toward their shared wall with RWBY, as if his gaze could penetrate the drywall and ascertain the answer directly from the hooded source.

Lilly shrugged and explained the best she could. “Yang said something about her helping stop a robbery in Vale. Not sure on any of the details, though.” _Mom asked me to be nice, but this is the best I can do._ Hopefully, they’d all realize in time just how horrible Yang was, but Lilly would let them make their own decisions. _As long as they never bring her into my room, at least._

The next question caught Lilly off guard, especially since it came from her quiet teammate behind her. “You…don’t really like Yang, do you?”

The question hung in the air as Lilly looked back towards her partner. _Guess she noticed earlier, not that it was hard to tell. Then again, Yang was pretty uneasy around me, too._ With no reason to hide her obvious disdain, and knowing Honey already knew, Lilly answered honestly, “We don’t get along. You have to understand, she and I have known each other for years. She…well, let’s just say some things happened a few years back that really hurt me, and leave it at that.”

“Well, if it’s been so long ago, why not try to start over?” Honey timidly asked, unintentionally echoing Lilly’s mom the day before. The idea of trying to mend the fences Yang had smashed didn’t appeal to Lilly. Judging by Yang’s behavior so far, she wasn’t exactly looking to apologize either. _Not that a simple apology would make up for what she did._ Honey continued, “I mean, she lives right next to us and will be in all our classes. Plus, you and Weiss are friends, so why not try to get along with her team?”

Lilly could admit the argument made sense, but had no desire to waste her time on that pursuit. True, she planned to hang out with Weiss more, but their friendship shouldn’t rely on how she felt about Yang. Besides, by the looks of things, Weiss would probably need a chance to get away from the sisters and vent. Lilly had already established herself as the go-to option for that.

Honey, with a hopeful look, was waiting on Lilly’s response still. “She doesn’t really like me much, either. I’ll try not to cause trouble, but I can’t promise things will ever improve between us.” Turning to the rest of the team, “I won’t be offended if any of you become friends with their team, but I just don’t see it happening for me. Anyways, I’m sure you’re sick of hearing about me. What about you, Honey? Where are you from?” Tired of dredging up the past, Lilly tried to get back on track. She didn’t even feel bad throwing her shy partner under the bus, since she had been the one to push about Yang.

“M-Me? Oh, um…” Honey clearly wasn’t prepared to have the attention on her so suddenly and tried to gather her thoughts as she quickly stood from her bed. “I used to live in a large village a few days east of Vale, but Mom and I moved closer to the city a few years ago. She used to be a Huntress, but stopped when she had me. Now, she works here in Vale.”

Lilly wondered why Honey only mentioned her mom. _What happened to her dad? Was he a Huntsman, too?_ Many Huntsman eventually retired to civilian life, although they usually stayed outside the major cities and acted as the de facto security against Grimm. For one to move to the city from a village was unusual, though not unheard of. _If her husband died on a mission or something, Honey’s mom might have decided she couldn’t raise her child alone while being a Huntress as well. Maybe staying in a place with so many memories was just too much for her._

Worried that talk of her dad might be a little much, Lilly tried to steer the conversation towards easier topics. “You said you lived near Vale. Where did you end up going to school?” One or two of the larger villages beyond the wall had small preparatory academies, though they weren’t quite as prominent as Signal.

Honey looked a little startled by the question at first, but quickly regained her composure. “Um, I used to go to a small academy near our village, but transferred to somewhere closer to our new home when we moved. Mom also helped me train a lot. What about you, Smit? Where are you from?”

Smit seemed unfazed by the sudden shift and quickly began, “I’m actually from Atlas. Never been to Vale before Beacon. Really prefer the weather here.” Honey giggled at Smit’s joke before he pressed on. “Studied at Alsius, but started a year later than most. Couldn’t afford it at first, but Alsius’s headmaster gave me a scholarship to attend.” Understandably, Smit seemed quite proud of the last part.

“What kind of scholarship?” Lilly asked. _I haven’t heard of many of those being given out, especially when someone would already be behind a year._

“Headmaster wanted me to attend, but we told him it was too expensive. He offered a full scholarship to help us out.”

Smit’s answer only served to raise more questions, which seemed to be his intent. Lilly could tell he was enjoying the attention and decided to humor him a little longer. “Full scholarships are pretty rare. What did you do to get that?” _So help me, if he drags this one out, I’ll throttle him right here._

The victorious smile on Smit’s face confirmed Lilly’s suspicions as he finally gave some detail. “There was an explosion at the dust refinery. I rushed in and managed to take down one of the guys that set it off. Also saved the supervisor, who was trapped inside due to the damage.”

As he no doubt planned, the rest of the team was shocked by the story. Even Lilly had to admit that sounded pretty heroic. A dust refinery was basically a giant bomb if something went wrong. Rushing into a burning refinery, taking on some psycho bare-handed, and saving some random guy was pretty impressive for someone who hadn’t even started training at an academy yet. “What made you rush in like that?”

“Well, the supervisor happened to be my dad. Sounds cooler to tell it the other way, though.” Smit grinned sheepishly as Lilly shook her head slightly. _Yeah, I’m sure the rest of your story sounds totally lame if you only did it to save a family member. Sheesh, this guy is ridiculous._

This time, Honey had a question. “But who would do something like that? I mean, why would you blow up some random factory full of innocent workers?”

Lilly had her suspicions, knowing the turmoil in Atlas lately. Smit’s smile was quickly replaced by a much darker look. “Some of those _animals_ from the White Fang.” Smit practically spat the words out as his fists tightened in obvious anger. The moment soon passed as he lightened up slightly, looking to Randi. “Not that I have any problem with faunus. My dad works with quite a few, and they’re practically family. But the White Fang are absolute garbage. Aren’t even loyal to their own. Footage showed that there were at least four that infiltrated the refinery that evening, but they left their buddy behind when things went south. Just glad I was able to take care of one of them.” Judging by the look in his eye, Lilly had a feeling the terrorist wasn’t apprehended afterwards. _Yikes, need to keep an eye on that._

“Well, Randi, I guess that just leaves you.” Smit quickly passed the focus onto his partner, who had been quietly standing at the foot of her bed the entire time. During the conversation, she had removed her armor, which had somehow retracted into what looked like an oversized backpack made of metal. She currently had on a simple gray athletic shirt and a pair of loose-fitting jeans. The only design on her shirt was the crest of Vale with the words “BEACON ACADEMY” around it. Honestly, Lilly was jealous of how comfortable her teammates’ clothing selections looked. _Had to go for something flashy didn’t I?_

“Not much to tell. I grew up in Mistral. Travelled around a lot as I got older. Haven’t been in school for the last few years, as I never stayed anywhere long enough. Took some lessons when I could, but mostly just kept moving around. Also got some training from some local Huntsmen at a few villages along the way. Pretty much been on my own for the last two years.” Unlike her overly expressive partner, Randi calmly summarized her entire history in a few short statements with a completely neutral look, shrugging slightly at the end.

_Not much to tell?!? No formal schooling, yet she got in to one of the most prestigious academies. Travelled around in the outskirts of Mistral, which is surely crawling with Grimm. Forget Smit’s story, this sounds far more interesting!_

Before Lilly could figure out where to even start, Smit beat her to a question. “Wait, you travelled alone? What about your dad? You said he helped you make your armor. Did you leave home early or something?”

Randi briefly glanced out the window with a sad, far-off look. She recovered after a few seconds, but Lilly was pretty sure she knew what was coming next. “My village was hit by a swarm of Grimm when I was twelve. My parents didn’t make it out. I managed to escape with a neighbor’s family and we made it to a larger village nearby, along with a few others. Stayed there for a few years, but never really belonged. Eventually, I decided to set out on my own and got some work carrying letters and things between the villages to earn some extra lien.”

The room fell silent at Randi’s revelations, despite her not seeming overly bothered by her own story. _No wonder she was able to get in here. She’s basically been a junior Huntress for the past two years. Probably fought off more Grimm than all of us have seen combined._

Hoping to dispel the oppressive silence that had returned, Lilly tried to find a safer point to focus on. “So…your armor is mecha-shift?” Lilly pointed at the odd bundle of metal plates by Randi’s bed.

“Oh, yeah. It wasn’t at first, but an experienced smith in one of the larger villages I visited helped me add that. Makes it easier to carry and store when needed, plus it’s really easy to put on. Just have to strap on the pack and let it reform around me. Also made sure my helmet, shield, and spear can strap onto the back in either form. Basically, everything I need is readily available at all times.”

Lilly felt that was a much better option than having to call in a rocket locker all the time, although it had to be pretty heavy. Judging by her well-toned muscles, Randi was probably used to it. The spear didn’t stick out very far, so she assumed it was also mecha-shift, although just in the haft to allow it to extend to full length.

“I’m gonna grab a quick shower before dinner.” Lilly still felt a little grimy from Initiation, having not been able to clean up before the ceremony. “Again, I’m really looking forward to leading this team and getting to know everyone better.”

Lilly quickly grabbed a clean school uniform from the closet and headed to the bathroom, snatching her toiletry bag from the stack of luggage nearby. Honey moved to her own suitcase to begin unpacking, as Smit returned to his face-down enjoyment of his new bed and Randi grabbed a stack of textbooks, sitting down at a desk near the room’s entrance. The awkward tension from before had vanished, replaced by a more informal atmosphere. While they were still getting to know one another, the team definitely seemed more relaxed together than before.

As she locked the bathroom door behind her, Lilly let out a contented sigh and turned on the shower. _Phase one complete. Maybe this leadership thing isn’t that tough after all._

**Notes for the Chapter:**

> Before I get the long list of messages, it's already been pointed out that Randi having dual faunus features was a no-no. My bad. Considered changing it in the edited version, but Randi was strongly opposed to lopping off her ears. In the end, I've accepted my early mistake.


	5. Leader Sparring

The first rays of sunlight peeked over the distant mountains and through the window of Team LHSR’s room, coming to rest on Lilly’s face. The warm light gently roused her from her sleep. As she stretched out her arms and blearily blinked her eyes, Lilly’s mind immediately went to work planning out the day for her team.

_Need to make sure everyone gets up soon, then head to breakfast so we can avoid the lines. After that, back to the room to get ready for classes. Should give us a little free time to review information for Oobleck’s class at nine. Classrooms are in the annex, so we need to leave here at least twenty minutes early to get there in time. Then we have Grimm Studies with Port and Combat Class with Goodwitch two hours after lunch. I’ll leave the evening free, since I forgot to call home last night._

After dinner last night, the team had returned to the dorm and begun unpacking. Lilly had intended to call home and talk about being made leader afterwards, but that plan was soon forgotten when Randi saw her unpacking a small book collection and asked if she could borrow one sometime. Soon, the discussion of their favorite stories drew Honey in, who wanted to know if they had seen the movie adaptation of the latest _When the Grimm Grin_ novel. The three of them debated the accuracy of the portrayal until Smit was called upon to settle a disagreement, who promptly revealed he had no idea what they were talking about. Unwilling to let their teammate miss out on a literary masterpiece, Honey and Lilly tried to explain the numerous reasons the series was so great, often jumping between plotlines and leaving Smit more confused. By the time they declared him a lost cause, it was already pretty late.

 _Still, it was a nice evening._ The initial talks about who they are and where they’re from helped get the ball rolling, but felt more like reviewing resumes than making friends. It would still take some time to move from roommates to teammates, but the foundation had officially been laid.

Lilly glanced at her scroll, squinting as her eyes slowly focused in on the bright screen, and saw that it was just past seven. _Guess I let them sleep in long enough. Time to wake everyone up._ As Lilly sat up and glanced around, she found all three beds already empty. Randi sat at one of the desks, quietly reading from the History textbook. Neither Smit nor Honey were anywhere to be seen.

“Good morning, Lilly. Did you sleep well?” Randi asked without glancing away from her text.

“Huh? Oh, um, I slept fine.” Lilly had planned to wake up before her team and give them her plan for the day. Instead, she sat on her bed, confused by the absence of half of her team. She fought through a yawn to ask, “Where’d Honey and Smit go?”

“Smit woke up right after me and said he was going for a morning run. He should be back soon. Honey got up about half an hour ago. She wanted to go pick up breakfast for everyone from the cafeteria. Figured we could eat in here and then get ready for classes.”

Lilly felt disappointed that they had already started the day without her and vowed to wake up earlier in the future, somehow convinced it was key to being a good leader. _Hard to lead from bed._

Before she could further delve into the mysteries of leadership, Smit burst through the door, glistening slightly with sweat. “Hey guys. Where’s Honey?”

Randi turned a page in the textbook and casually answered, “Ran to the cafeteria to get us breakfast. Should be back soon, I would think.”

“Cool! Hey sleepyhead, you need the bathroom?”

It took a moment for Lilly to realize who he was talking to, and only then because he was staring at her. “N-no. All yours, Smit.”

“Gotta rinse off real quick. If Honey gets back, make sure to save me some. Thanks!” With that, Smit snatched some clothing from his dresser drawer and quickly made his way to the bathroom. The sound of a showerhead was soon accompanied by an off-key rendition of one of the latest hits from Achieve Men. How Smit could already be so comfortable around two girls he had known less than twenty-four hours was beyond Lilly.

Several minutes passed before Honey returned, four small to-go boxes in one arm and a drink carrier with four bottles of orange juice in the opposite hand. The smell of hash browns wafted through the room, chasing the last vestiges of sleepiness from Lilly. With a slight bang, the bathroom door was flung open, a damp-haired – _thankfully, fully clothed_ – Smit quickly looking around for the source of the heavenly scent.

“Honey, you’re my new hero!” Smit exclaimed as he grabbed the boxes from her, setting them down on an empty desk before taking the top two. Leaning against the door, he deposited the second box beside Randi’s notes before hurriedly opened his own. Steam buffeted his face as the lid flipped up, revealing a hearty pile of hash browns and two foil-wrapped breakfast sandwiches.

Lilly, having just finished packing her small backpack for class, made her way to the desk of breakfast but was met halfway by Honey, who held out a box and bottle for Lilly. “Got up a little early and felt hungry,” Honey explained, “but figured we should eat as a team. Also thought it might be nice to just relax in here while we eat.”

Nodding her gratitude, Lilly snatched the proffered provisions and dug in. Honey pulled a small pile of ketchup packets from her pocket and dropped them on the desk, saying she wasn’t sure if anyone wanted them for the hash browns. As the team quickly devoured the meal, the silence was broken by a shrill whistling from next door.

“Gooooood morning, Team RWBY!” came the muffled cheer from their neighbors. Any further conversation was too muted to make out through the thick walls.

“And I thought you slept late,” Smit sniped at Lilly through a mouthful of sausage biscuit. “They sure are a noisy bunch.”

Lilly could only glower at him in response before turning her glare to the offending wall. “Please tell me that will not be a recurring wakeup call.” _If that becomes a regular thing, Ruby and I will be having a long talk._

“I’m sure they’re just excited for the first day,” Randi commented as she idly reviewed some nearby notes, half unwrapped breakfast sandwich clasped in her free hand.

 _Classes haven’t even started yet. She obsessing over schoolwork already?_ Lilly worked hard at her grades, which her report cards could attest to, but Randi’s diligence was putting her to shame. Curiously, she asked, “What’s with all the studying already?”

“Hm?” Randi swallowed another bite as she glanced away from her notes. “Well, I grew up around a lot of small villages in Mistral. We learned some basic history and stuff, but not a whole lot about other Kingdoms. Guess they figured most of us would never travel that far, so better to focus on local events. Wanted to get a head start on this stuff, since I’m basically behind already.”

 _That makes_ _sense_. While Lilly knew the basics of the other Kingdoms’ histories, she figured there was a lot she didn’t know. Beacon’s coursework covered all four Kingdoms, but the first semester focused on Vale, meaning students from other Kingdoms could be at a slight disadvantage starting out. After a brief moment of consideration, Lilly offered, “If you need any help, let me know. That goes for all of you. I’m kind of a history buff and–”

Lilly was suddenly interrupted by a bunch of loud banging from next door. The sounds of hammering and furniture being rearranged caused all of them to stare at the wall dividing them from RWBY, fearful that the chaos beyond could come crashing through at any moment. When the wall held firm, they tentatively returned to their breakfast in silence.

Glancing at her scroll, Lilly finished off her meal and headed to the bathroom to get ready for class. By the time she emerged, her teammates had finished eating and were lounging around the room. Lilly recommended they head to class a little early, since they hadn’t been to the annex yet and it might take a little longer to find the classroom. The noise from next door had lessened, but persisted. _They’d better leave soon if they plan to make it to class on time._

As team LHSR slowly made their way across the courtyard, Lilly discussed their schedule for the day. Randi was clearly looking forward to History class. None of them were sure what to expect with Port’s Grimm Studies class afterwards, although Lilly assumed they would be going over the local Grimm types and behaviors mostly. Kind of a know-your-enemy thing to make them better at fighting.

There was only one class Lilly really looked forward to, however, and that was Combat Class with Goodwitch. Lectures had their place, but sparring and watching fights was far more entertaining. With the best of the best at Beacon, the fights would likely be epic. _Just hope I can live up to the hype._

/- - - - - - - - - -/

“What kind of psychos do they employ here?!?” Lilly ranted as the team claimed the end of the third row from the combat platform. “I could barely keep up with that Oobleck guy. The man managed to cover the first five chapters in one class, even after spending half the time going over the syllabus! And Port should be committed! How he managed to capture a Boarbatusk is beyond me. Then, instead of teaching us about Grimm, he just has us fight one and call it a day. Might as well just take a field trip to the Emerald Forest at that rate.”

“It’s not like we were in any real danger,” Smit countered from the other side of Honey, unwisely choosing to counter her disgruntled rant. “He and Weiss were both fully armed, and not all of us need weapons to fight.” So saying, Smit ignited a fist, quickly extinguishing it as Miss Goodwitch called out a warning from across the room.

“That’s not the point! The man rambled on about how great and manly he was for several minutes instead of teaching anything. Ruby taught more about Grimm with her comment on its weak point.” _Not that anyone needed the midget’s advice. Seriously, did she think Weiss wasn’t aware of such an obvious exploit?_

“Fair enough. Although, you gotta admit, fighting Grimm in class beats listening to more of his boasts.”

Lilly had almost confronted Port after lunch to ask what they were supposed to learn in his class, but backed down when she saw Weiss storming through the hall in his direction. _Guess I’m not the only one with a bone to pick. Go get him, Weiss!_

The volume of chatter increased as more of their classmates trickled into the small training room. As each student tried to be heard over the chorus of voices, the cacophony rose to a fever pitch until a distant chime signaled the hour. The doors to the classroom suddenly slammed shut, casting the room into silence as Miss Goodwitch lowered her riding crop.

“Students, welcome to your first Combat Class,” Miss Goodwitch began with a slight smile. “By being accepted to Beacon, all of you have shown a superior level of proficiency in combat. You are among some of the most talented combatants of your generation.” Several students jumped slightly as her crop slapped the top of the desk she was standing next to. “But that is _not_ enough. If you wish to succeed here, you will be expected to become _the_ best.”

Adjusting her glasses slightly, Goodwitch continued, “As such, we will hold regular sparring classes to better judge your strengths and address your weaknesses. Some of the sparring rooms will be available for your use, which I _highly_ recommend you take advantage of.” Miss Goodwitch glared towards where Team JNPR sat as she emphasized the word before picking up a small screen and stepping up on the platform. “At the end of each fight, we will review what areas you need to work on. Repeated failure to improve will result in a meeting with Headmaster Ozpin and myself to discuss your future at this academy.”

A burst of surprised voices was quickly cut off by Miss Goodwitch clearing her throat. “Understand, you are not here to simply make friends and go on missions. Huntsmen often are the difference between life and death for many people. We have no desire to send any of you home, but we do need to ensure the people of Remnant can rely on each and every one of you. We have the means to prepare you, but only if you are committed to pushing yourself.”

As Miss Goodwitch began to review the rules for sparring, Lilly reflected on her warning. _Makes sense. For every story of a Huntsman saving a village from the Grimm, there are plenty where entire populations were wiped out because the Huntsmen fell. Wonder how many have died because their “protector” had become complacent in their training._

Goodwitch continued explaining how the fights would work, such as the fifteen percent aura cutoff to end the fight. There were rules on forfeiting as well, although Lilly doubted anyone would just give up on a fight like that. Even if she were facing someone like Pyrrha, Lilly would rather go down fighting than just abandon hope. There was also mention of switching to a larger room later in the year to accommodate other students for the Vytal Festival.

Before Lilly could dwell on thoughts of the upcoming Festival, Miss Goodwitch continued, “Today’s class will be shorter than usual, as I am sure you all are still settling in. For today, we will only have team leaders fight. Each leader is expected to push their team to improve, so it is best if they push themselves first. Understand, for every fight, there is a winner and a loser. Losing today does not indicate unworthiness. I have found that loss is often the greatest teacher, leading to us pushing ourselves beyond what we thought ourselves capable of.”

Typing something into her handheld screen, Miss Goodwitch announced that the first fight would be between Jaune Arc and Cardin Winchester. Lilly watched the burly Cardin leap onto the stage, swinging his mace back and forth a few times to stretch his arms. Jaune, on the other hand, timidly walked around to the short set of stairs for the platform and took a very basic stance. _Doesn’t look good for the idiot. Not really much point watching his fighting style. Cardin is probably the bigger threat. Maybe I can spot some flaw to expose if I ever have to fight him._

Lilly kept her eyes locked on Jaune as Miss Goodwitch reviewed the rules of the match. As had happened countless times, Lilly felt herself grow slightly numb as her focus increased. Honey bumped her side, but Lilly continued to stare directly at Jaune until Honey grabbed her arm and gave it a slight shake, snapping her out of it entirely.

“You okay Lilly?” Honey stared worriedly at Lilly, still gripping her arm in one hand as she loudly whispered her question.

“Yeah, I’m fine. What’s up?”

Honey stared at her for a second in confusion. “The fight is about to start. You looked like you were zoning out there. I thought you might fall asleep or something. I didn’t want you to get in trouble with Miss Goodwitch.”

“No, I…” Lilly trailed off at a sudden realization. _Duh, you dummy. They don’t know yet._ She could see Smit looking over as well, while Randi had cocked an ear towards her and was glancing between them and the stage, where the fight had just begun. “Sorry. I forgot. It’s been a while since anyone’s seen my Semblance for the first time.”

“You have a sleeping Semblance?” Smit loudly whispered.

“No, idiot,” Lilly immediately snapped without thinking, only to realize she had lashed out at her new teammate. _Way to make friends, Lilly_. “My Semblance is more of a type of observation. Basically, I can view another’s perspective, seeing what they see and hearing what they hear.” Lilly waited a moment for that to sink in. “It takes a lot of concentration, but once I’m connected, my sense of sight and sound are replaced by another’s. I could still feel you shake me out of it, but would only have heard you talking to me if the person I was focusing on heard you.”

“Other than getting a front row seat to the action, why would you wanna do that?” As usual, Smit was very straightforward with his questions. Honestly, Lilly appreciated the bluntness. _Better than beating around the bush_.

“I use it to closely observe opponent’s fighting styles up close. For instance, I wanted to see if I could spot any openings in Cardin’s form, so I was going to watch from Jaune’s perspective. With all the fight’s I’ve watched, I’ve gotten pretty good at analyzing things up close.”

“So, you gain their sight and hearing, but not touch. What about smell and taste?” Again, Smit had a knack for ridiculous questions.

“I know I keep smell. Had an unfortunate incident at Signal a few years ago where a guy in front of me…made some unpleasant odors. Lost a chance to watch a friend’s fight.” Lilly smiled fondly at the memory, despite the horrid stench that accompanied it. “As for taste, I’m not sure. I doubt it gets replaced, but I’ve never tried eating while using my Semblance. I can still talk, although it sounds a little weird sometimes since I can’t hear myself very well. It’s like plugging both ears and trying to speak.” Lilly could see more questions forming, but didn’t want to miss the rest of the spar. “Maybe it’ll be easier if I just show you.”

Turning back to the ongoing fight, Lilly focused on Jaune again and felt the familiar numbness as her sight darkened suddenly, only to then be replaced by the sight of Cardin swinging towards her head. Experience alone kept her from crying out in surprise. The loud clanging of Cardin’s mace striking a sword in front of her rang in her ears slightly, but she quickly shook it off and began to describe the scene.

“Cardin’s too arrogant in his attacks. Had Jaune diverted the attack to the right instead of trying to outright block it, he would have had an opening on Cardin’s right side. Considering how poorly Jaune is doing, Cardin may be attacking more recklessly than usual to keep up the pressure. If he normally attacked like that, he could be taken down by some well-placed counterstrikes.” Lilly watched as Cardin locked weapons with Jaune and began to taunt him. “Now, Cardin’s telling him that it’s time to lose. Jauney-boy isn’t the greatest nickname, but– oh, nevermind. That should do it.”

Lilly relaxed as she felt her own sight return to her, hearing the end of Honey’s question. “– that to anyone?”

“What?”

Honey restated her question. “Can you do that to anyone?”

“Kind of,” Lilly started to explain. “If I can see them, I can establish a link. It doesn’t work if there is something in the way at the start, although I can hold the link for a while if they round a corner or something. I’ve also been able to use objects to link with people, although it’s a lot harder and I can’t hold it for more than a few minutes.”

“What do you mean by…objects?” Smit asked.

“If I can find something that the person recently used, I can usually make a link, but they have to have been the last to touch it. The longer it goes untouched, the weaker the connection, although I’ve gotten better at it with some practice. I only gain sight from those connections, but it can be useful sometimes.” With a smirk, Lilly finished, “Let’s just say my sister refuses to play hide-and-seek with me anymore.”

“Next up, Lilly Azura and Ruby Rose.” Lilly’s smirk vanished as Miss Goodwitch announced the next match. _I get stuck fighting a child?_ Miss Goodwitch had claimed the matches would be decided based on skill levels, so Lilly assumed she would get an experienced fighter that would be able to match her tactics. Instead, climbing onto the stage was a girl two years younger than her. _Do they really think so little of my abilities that I get the kiddie fight?_

Lilly made her way to the stage, slowly taking her place across from Ruby and pulling out her tonfa. Ruby bounced excitedly in place with her oversized scythe in hand, currently in rifle form. _Maybe I should go easy on her. After all, she’s just a kid and–_

“Kick her butt, sis!”

_Nope. Now she has to die._

Miss Goodwitch reviewed the rules again as Lilly quickly analyzed her opponent. _Weapon has two forms: scythe and rifle. Both can fire, but rifle form should be more mobile and accurate. Gives her long and short range options, although melee may be difficult for her if I get within the swing of that curved blade._

Smit had mentioned that Ruby was super-fast in the Initiation fight. _Assume she is good at dodging if I get too close. Can’t compete for long at range, so need to press the attack. If I can get in close and distract her, I may be able to finish this quick._

Lilly cemented her plan as Goodwitch stepped back to begin the countdown. She slowed her breathing to match the count as it approached one, tensing her legs slightly for an initial kickoff.

As expected, Ruby quickly fired at Lilly’s starting position, barely missing as Lilly dodged the moment the fight began. Rolling right, Lilly ran in a slight curve towards Ruby, blocking another sniper shot by crossing her tonfa in front of her. The next round went wide as she reversed her direction, cutting back to the left as she closed the gap a little more. Lilly was still several steps away when she saw the moment Ruby’s weapon began to switch to a scythe.

_Perfect._

Lilly reversed her grip on _Tantum_ and brought _Brevis_ up underneath to steady her aim as she altered her course and charged straight at her opponent. Ruby could probably dominate ranged combat in either weapon form, but it would be almost impossible to fire effectively while shifting from rifle to scythe. Seizing the brief advantage, Lilly squeezed off a quick trio of shots, catching Ruby by surprise and knocking off a chunk of aura.

As the scythe completed its transformation, Ruby twirled her weapon to deflect the next pair of shots and rolled to her left to create some distance. Not willing to let up any pressure, Lilly followed in pursuit and was soon upon her foe. As she completed her roll, Ruby used the momentum to swing her blade around towards Lilly.

 _Good, she’s fighting defensively._ Bringing _Tantum_ back into a defensive grip, Lilly met the swing against her right arm. She was surprised by the force behind the strike and felt her aura flex to absorb the blow better, but knew she had her opening. Lilly spun quickly, allowing the scythe to complete its swing, bleeding its momentum into her own spin as she brought _Tantum_ around for a strike after breaking the lock mid-spin. The blind hit only struck Ruby’s arm, but the startled grunt told Lilly it has caused some more damage. A follow-up blast from _Brevis_ ’s shotgun caused Ruby to stumble forward, tucking into a roll to create more distance as she turned and fired at Lilly from the ground.

The first shot surprised Lilly, striking her center-mass and stumbling her back slightly. She instinctively dodged left, but felt a second shot strike her stomach before she blocked the third shot and charged forward again.

 _There goes my advantage._ Lilly still felt confident she was winning, as her aura was only on the edge of yellow. With the multiple hits she had scored, surely little Ruby Rose was on the verge of defeat. Shortly before Lilly reached her target, Ruby suddenly blurred forward. The girl seemed to vanish, some weird red blob passing just above Lilly as a stream of rose petals rained down.

The strange red shape seemed to slow as it passed beyond Lilly’s view. Glancing upward, Lilly barely caught a glimpse of her opponent above her, poised to strike with the blasted sickle, before she was launched forward from a vicious strike to her back. Face down on the mat, Lilly heard the buzzer sound as her aura suddenly plummeted to the red.

“Ruby Rose is victorious.” Miss Goodwitch’s announcement was met by applause and a loud whooping from the victor’s sister.

Lilly rolled over to get up, only to find Ruby standing in front of her, offering her hand to Lilly. “Great match! You almost had me!” The bubbly nature of Ruby’s voice ground on Lilly’s nerves, reminding her that she had just been made a spectacle by a child. _Don’t patronize me! Almost had you? I should’ve won that one except for some ridiculous speed thing. Really need to have a word with Smit about relaying information._ Instead of accepting Ruby’s help, Lilly quickly pushed herself up and turned to the instructor, ignoring the pained look on Ruby’s face. _That’s right. We’re not friends and I don’t need your help. Children get helped up. Huntsmen pick themselves up._

“Miss Azura, a fine use of aggression to keep your opponent off-balance, but make sure you work on your defense. The tide of a battle can turn quite suddenly, leaving you open to attack if you fail to recognize it.” Lilly nodded to Miss Goodwitch’s critique, knowing the more experienced woman was correct. _Also could add that I need to remember that some people have combat Semblances, unlike me._ “As for Miss Rose, your ability to fight in close range falls apart if they get inside your swing. For now, I would recommend working on controlling the distance, especially with your quickness. In the long term, I would like to see you learn to fight at this range effectively.”

Miss Goodwitch dismissed them both to their seats and called the next pair of fighters to the platform. Lilly trudged back to her team, who tried to be supportive.

“That was really good!” Honey cheered as Lilly collapsed onto her seat.

“Yeah, Lilly. I thought you had her right up until the end. Another hit or two probably woulda done it. Too bad she has that speed boost thing.” Smit tried to be encouraging, but his reminder of the method of her loss snapped her out of her funk and focused her ire on him.

“Yeah, about that. You said she was fast, but failed to mention she could basically fly! Pretty important detail to leave out!” Lilly hissed out her accusation, grimacing a little in embarrassment when a few nearby classmates turned to listen in on the developing drama.

“Whoa! No need to attack anyone. You fought well but lost. Don’t blame it on me!”

Lilly growled under her breath slightly, more at herself than Smit. _He’s right, of course. I should’ve asked for more info when he mentioned her being fast. He was just trying to help._ “Sorry. It wasn’t your fault. I’m just ticked off at my loss right now.”

Smit assured her it was okay as Lilly attempted to distract herself with the new combatants making their way toward the stage. Unfortunately, she caught sight of Yang lifting Ruby in a celebratory bear hug as the young leader struggled to break free. They were a little far to hear over Miss Goodwitch’s instructions. _Wonder what they’re talking about. Probably making fun of me for losing to someone so young. Typical Yang. Then again, maybe I can find out for myself._

Whispering a quick apology to Weiss, Lilly focused on her friend and soon found herself sitting next to the sibling duo, red-soled boots flailing in front of her face as she shared the heiress’s perspective.

Weiss clearly wasn’t interested in taking a kick to the face as she brought an arm up to protect herself. “Xiao-Long, put her down before someone gets hurt. And by that, I mean before I hurt _you_!” _At least she hasn’t been corrupted by her team yet._

“Oh yeah? You and what army?” Yang sneered at Weiss as she released her struggling sister.

Ruby, face as red as her hood, immediately punched Yang in the arm. “This army, you big dummy!” When Yang didn’t so much as flinch, Ruby crossed her arms and quickly sat down with a pout.

“Ah, you’re so cute sometimes, Rubaby.” Yang reached down and ruffled Ruby’s hair before her hand was slapped away. Laughing to herself, Yang plopped down into her seat. “I’m just proud of my baby sister for her big win. Is that so bad?”

“Yaaaang!” Ruby whined, drawing out the word as only a younger sibling could. “I’m not a baby! You’re such a meanie.” So saying, Ruby drew her hood up to block out the view of her sister.

“You’ll always be my little…baby…sister.” With each word, Yang moved her hand closer, ending by poking Ruby on the nose for emphasis. “But seriously, you kicked that girl’s butt!”

“Ugh! I didn’t kick her butt. Lilly almost beat me. Would’ve been so embarrassing to lose my first fight!” _Tell me about it._

“Well, I think you did awesome. Besides, that girl had it coming. You should’ve just beat her over the head with whatever stick’s up her butt.” Yang quickly glared toward where Lilly’s team was sitting, keeping her head low to avoid drawing too much attention.

“First of all, ew,” Weiss responded. “Secondly, I can understand her not liking you. I know I find you unbearable most of the time. Team LHSR’s leader fought quite well. If she can apply her strategies to team combat, they could be quite the force to be reckoned with.” Lilly blushed at the praise from her friend, proud that Weiss had such a high opinion of her.

“Oh, you know you love me. Anyways, they can try all they want. Team _LOSER_ will never stand a chance against us.” Yang flexed her arm to emphasize her point as Weiss shook her head at the pathetic pun and turned to watch the ongoing fight on stage.

“What an absolute jerk!” Lilly vented as she disconnected from Weiss.

“Who’s a jerk?” Smit questioned, unaware that Lilly had been using her Semblance to spy on another team.

Realizing how petty it would sound to tell them what she was doing, Lilly waved the comment off and told him to forget about it. _Team Loser, huh? I’ll show her. Starting tomorrow, we are going to train like crazy. I refuse to be second to that moron’s team!_


	6. Why Can't We Be Friends?

One week.

It had been one week since Lilly’s loss to Ruby, but Yang still wore that awful smirk anytime they ran into each other. Unfortunately, there hadn’t been any sparring classes since her loss, meaning no chance to wipe that accursed grin off Yang’s face. Evidently, a girl in the upper years had gotten a little overzealous in a spar and tore up the entire arena with some sort of minigun before the fight could be halted. Repairs were underway, but that left them without their primary classroom for a few days. While the sparring mats survived, being rated for such things, the ceiling didn’t fare as well when her opponent managed to kick the muzzle of her weapon upwards.

Unfortunately, the rest of their classes carried on, with Port and Oobleck managing to claim extra time for their lessons since the students now had a free period. While Port’s extra time just meant a longer nap for most of them, Oobleck’s lesson pace showed no sign of slowing. In two days, they had already covered the entirety of the Great War, with Oobleck planning to knock out the Faunus Revolution in one class.

“Now! While some of this may seem like ancient history to you,” Doctor Oobleck rattled out, somehow managing not to trip over his own words at such a frantic pace, “it is imperative to remember that these are relatively recent events. Why, the repercussions of the uprising can still be seen to this day!”

Lilly watched as the eccentric professor darted about the classroom, periodically interrupting his lecture to sip from his mug. _The man’s like a hummingbird. Have to wonder what’s in that coffee._ The wrinkled, half-tucked shirt only added to the professor’s appearance of haste, as if getting dressed properly was too time-consuming and could take away from some vastly more important purpose in life. His yellow tie, clashing horribly with his green hair, fluttered about as the professor continued blurring in front of the class.

Lilly glanced around the room as Oobleck began talking about discrimination against faunus, curious as to how her classmates were faring against the maelstrom of information. Honey was busy scribbling notes down, trying to keep up with the deluge as always. Smit leaned back in his chair with a notepad in his lap, but rarely wrote anything down. Surprisingly, Randi hadn’t even pulled out anything to write on, content to merely listen to the lecture. _Odd. She normally takes better notes than any of us. I would think the Faunus Revolution would interest her even more._

Down in front, Jaune was fast asleep. The first time he nodded off in class, Lilly expected Oobleck to call him out on it. _I mean, he’s right there in the front row! Does he think he won’t be noticed?_ Oobleck had moved him to the front row after he fell asleep yesterday, but had yet to comment on Jaune’s repeated lack of attention, presumably deciding to focus on those who were willing to learn instead. Behind him, with feet propped up on the table, Cardin Winchester actively ignored the lesson. Lilly felt that he needed the lesson more than most, given his penchant for bullying and racism.

“Have any among you been subjugated or discriminated because of your Faunus heritage?” Many of the students glanced at the only two faunus in the room, Randi and a bunny-eared girl in the front row. Lilly still wasn’t sure why a second-year student was in their class, but wasn’t surprised to see her hand raise slightly. Almost everyone had seen Cardin and his buddies pick on the girl, typically at lunch when her team wasn’t around. Being in their class meant a different schedule from her team, so she often ate alone and left as soon as she finished.

Lilly was more surprised that Randi had her hand high in the air. Aside from the occasional comment from Cardin, no one had really picked on Randi for her heritage. _Then again, she didn’t really give much info about her travels. Maybe she had some bad encounters back in Mistral._ The wolf-girl’s history continued to elude Lilly, despite a few attempts to bring it up. It wasn’t that Randi dodged her questions as much as she rarely offered more than what was specifically asked of her. Questioning your new teammate about her travels was easy; asking about whether she had ever been picked on for her faunus traits was a little more awkward.

“Dreadful, simply dreadful. Remember students, it is precisely this kind of ignorance that leads to violence.” Oobleck paused for another sip from his seemingly endless cup of coffee. “I mean, just look at what happened to the White Fang.”

Smit tensed suddenly, quietly bristling at the mention of the terrorist organization. His hatred for the group had been evident during their first night together. Apparently, the mere mention of them was enough to put him on edge still. Even Weiss seemed less bothered, simply frowning at the words. Thankfully, the professor moved on instead of dwelling on the terrorists, asking about the turning point in the war. Weiss instantly provided the answer of Fort Castle, probably the biggest military failure in Remnant’s history.

“And who can tell me the advantage the faunus had over General Lagune’s forces” Oobleck ignored Weiss’s raised hand, hoping to get someone else involved. Lilly started to raise her own hand but was beaten by Jaune’s exclamation as Cardin flicked a folded paper triangle into the back of his head. “Mr. Arc, finally contributing to class! This is excellent! Excellent!” Lilly couldn’t tell if Oobleck was trying to embarrass the boy or honestly thought Jaune was participating.

“Uh…the answer…the advantage…of the faunus…had over that guy’s stuff…” Lilly was surprised Jaune had caught the question at all. Clearly, the answer eluded him, but his partner’s attempt to help him didn’t. _Come on Pyrrha, let him do it on his own. He’ll never learn without at least some struggle._ With Pyrrha pointing towards her eyes, it looked like Jaune might get away with a correct answer. With a sudden surge of confidence, Jaune answered, “Um, b-binoculars!”

Or not.

Oobleck took a longer sip than usual as the class broke out in laughter. Cardin nearly fell out of his seat, laughing so hard that his eyes watered. “Very funny, Mr. Arc.” Oobleck was less than impressed but quickly turned his attention to the bully behind Jaune. “Cardin! Perhaps you would care to share your thoughts on the subject.”

The racist thug propped his feet back up and began an unsurprisingly stupid answer. “Well, I know it’s a lot easier to train an animal than a soldier–“

Before he could continue, Pyrrha quickly cut him off and gave the correct answer – night vision. Blake elaborated further, explaining how Lagune had tried to ambush the faunus at night but was overwhelmed by the better-equipped faunus forces. She even managed to throw in a poorly-veiled insult at Cardin at the end, who quickly rose from his seat with a fist raised.

Oobleck was quick to halt the hostility by calling Cardin out and telling him that both he and Jaune would need to see him after class before trying to move on with the lesson.

“That wasn’t his only mistake.”

The entire room fell silent and turned to look at Randi. Oobleck quickly took another short sip before saying, “Miss Asmer, you had something to add? Please, go on.”

“The general committed the bulk of his men towards the ambush, leaving only a small number behind to act as a vanguard,” Randi explained. “He assumed his opponent’s smaller force would focus entirely on defense and sought to overwhelm them. While his forces were being pushed back, a raiding party set his supply base on fire, also cutting off his retreat.”

“Correct! While his forces were beaten back in the ambush, they still could have retreated to relative safety had it not been for a daring attack on the base. His overconfidence led him to leave a minimal guard. A larger rear guard would likely have withstood the raid, allowing General Lagune and his remaining men to retreat. Instead, seeing he was beaten and had nowhere to run, the general had no choice but to surrender, ensuring his remaining men survived and handing a major victory to the faunus.” Turning back to Randi, Oobleck asked, “Most historians omit that detail, as the ambush itself was the critical failure. You wouldn’t happen to be related to the Lieutenant Asmer that led that raid, would you?”

Hushed whispers broke out across the room, some less enthralled than others at the notion of which side her relative fought for in the Faunus War. With head held high, Randi proudly responded, “He was my grandfather, sir. He died before I was born, but Dad told me all about his time in the Faunus War. Even gave me a journal that my grandfather wrote in throughout the war.”

“Stupendous! I thought I recognized your armor from an old manuscript. Perhaps we could talk further of his exploits. I would be fascinated to learn more about the Silver Wolf.”

“Of course. If you want, I can show you his notebook later,” Randi offered.

Oobleck was practically drooling over the chance to get his hands on such a rare piece of history and quickly agreed, ignoring the rest of the class for a moment as he worked out a good time for them to meet. Lilly wondered how Randi hadn’t mentioned yet _another_ crazy detail about her past already and decided she would have to ask for more later. Several other students were whispering to each other, although Cardin was clearly less than thrilled at Randi’s revelation. The bell signaled the end of class as Randi agreed to meet with Oobleck that evening to go over the journal with him.

/- - - - - - - - - -/

Honey had never been the best at confrontation. Back in their room after Oobleck’s class, Team LHSR dumped their books and got ready to head to lunch. In the week that they had been a team, not a single one of them had even spoken to RWBY next door. Obviously, Lilly’s dislike of half of the team had caused them all to steer clear, even though Honey counted Ruby as one of her only friends since coming to Beacon.

Lilly had promised to not cause trouble, but Honey couldn’t help notice the constant glares directed towards Yang, especially after the spar with Ruby. She probably assumed she was holding back, but the silent warfare between the two had them all steering clear of each other. Normally, Honey would just leave it be, but the avoidance had only caused their team to be more isolated from everyone else. None of them cared for CRDL. JNPR were pretty friendly with RWBY already, so they weren’t really an option either. The other teams were on a different floor, so they didn’t really interact that much.

_Something has to give. I’m tired of being the loner team. This was supposed to be my chance to make new friends, not hide in my room for the next four years. The subtle approach didn’t work. Guess I’ll have to be more blunt._

Honey had been trying to force them to interact with RWBY the last few days, but was always thwarted by the very feud she hoped to someday resolve. Spot some seats by RWBY at lunch, and Lilly would find them a table across the room. Get to class early and leave space for RWBY, and Yang would guide her team to a different area. She needed some way to force them to speak without an opportunity to escape.

“We’ve got a little while until lunch still,” Lilly stated as she finished putting her books away. With Port’s class moved to the afternoon instead of Combat Class, there was an odd gap in their schedule between History and lunch. “You guys wanna head to the cafeteria early or something?”

Honey heard the door to RWBY’s room close, followed by some muffled sounds as their neighbors likely settled in before lunch. A sudden idea sprang into Honey’s mind.

“We’ve got some time still. W-why don’t we pop in and say hello to one of our neighbors?” Honey’s question made Lilly pause, no doubt realizing what Honey was suggesting and trying to find a way to avoid it.

After only a brief silence, Lilly answered, “Sure.” The lack of resistance by their leader surprised Honey. _I thought she’d put up some kind of a fight. Was it really that easy all along?_ Her answer came swiftly. “I’ve been meaning to chat with JNPR. Now’s as good a time as any.”

Lilly headed for the door before Honey could explain which team she meant specifically. _Yet another failure. Really thought I had her this time. At least we’ll get to actually talk with another team for once. Not the victory I wanted, but it’ll have to do._ Honey frowned and followed Lilly into the hall, but quickly composed herself as she realized Lilly had forgotten a key detail.

Lilly knocked on JNPR’s door and waited patiently. Several seconds passed without a response.

Lilly knocked again, a little louder this time.

What Lilly had forgotten was that Jaune had to stay behind after Oobleck’s class. His team had waited for him, meaning they probably wouldn’t be coming back to the dorm before lunch. Even CRDL was missing, with their leader held back by Oobleck. Honey felt a sly grin slip over her face as she waited for Lilly to turn around and admit defeat.

“Guess they aren’t back yet. I think I heard RWBY, though. We could always pop in on them.” Honey was tempted to knock on the door behind her and take the decision out of Lilly’s hands entirely, but even this little display of force made her uncomfortable.

Lilly’s glare, usually reserved for Yang, started to make an appearance before Lilly calmed herself and clenched her eyes shut, sighing, “Fine. Might as well get it over with.” Lilly trudged solemnly towards the door in question and lightly knocked, as if she hoped no one would hear and they could leave.

“Come in!” Yang’s voice, dragging out the last word in a sing-song fashion, sealed their fate. With no reasonable way to back out now, Lilly gave in and opened the door.

Hoping to avoid any incident between the feuding blondes, Honey quickly stepped past Lilly to greet Ruby. “Hey, Ruby! Just thought…we’d…” Her thought trailed off at the sight of Ruby sitting on her bed…a bed hanging from the ceiling by ropes, swinging gently above Weiss’s bed. To the right, Yang’s bed balanced precariously above Blake’s on wobbly stacks of books.

_What and how?!?_

“Hey Honey! Whatcha up to?” Ruby waved to Honey and jumped down to the floor, her bed swaying behind her as she kicked off. “Oh, you brought the whole team with you! Were we too loud or something?”

“N-no, nothing like that.” Honey’s mind finally snapped into action, though her eyes continued to dart between the impromptu bunkbeds as she spoke. “Figured we should come visit our neighbors.”

Weiss’s mumbled “told you” was quickly hushed by Yang, who was trying to put on a friendly face while pointedly staring at anyone _not_ named Lilly.

“How’s life for team Loo-aser?” Yang’s slip-up drew a near-silent growl from Lilly. _Great. Two seconds in, and they’re already causing problems._

Honey could have hugged Smit for finally stepping forward and taking everyone’s focus off of her. “We’re good. Wish we could get back to Combat Class. Heard it might start back up in the next day or two.”

“That is what we heard as well,” Weiss replied. “I expect we will receive an official announcement later today from Miss Goodwitch.”

“Can’t wait to get back to a normal schedule,” Yang chimed in. “Been way too long since I’ve had a proper fight. Plus, Port’s classes were already unbearably long. The extra half-hour is killin’ me.”

“Couldn’t agree more. Anyways, what’s up with your beds?” While Honey had been trying to figure out a tactful way to ask about the hazardous sleeping arrangements, Smit bluntly plowed forward with all the grace of a blind Ursa. Again, Honey was grateful to have Smit around for moments like this.

“Um…well…we…that is…” The tips of Ruby’s index fingers began to tap together as she nervously glanced at Weiss. “The room was a little cramped before, so we decided, _as a team_ , that bunkbeds would be better.”

Weiss scoffed at the mention of the team decision, but didn’t object. It seemed one member of the team had been opposed but outnumbered. Having the smallest team member’s bed above hers secured with ropes seemed like a sad compromise, but at least it was better than uneven stacks of books.

As they were discussing the questionable construction, Randi began inspecting the book stacks, clearly interested in the collection of novels. “These all yours, Blake?”

The quietest member of RWBY, relaxing on her bed despite the shifting of her potential demise above, glanced up from her current book and looked at the wolf faunus. “Uh, yeah,” she began slowly. “I’ve got a pretty good collection. Why do you ask?”

“Any chance I could look over them sometime? I love reading, but never had access to many books during my travels. Too much extra weight when supplies were more important. Any ones in particular that you recommend?”

Blake paused and looked towards the nearby bookcase, which was packed full of various works. After a few seconds, she pulled a well-worn book out and made her way over to Randi. “Try _The Man with Two Souls_. It’s one of my favorites Just…make sure you take care of it.” With that last statement, Blake pulled the book back slightly, making it clear she would only share if she felt it would be returned in one piece.

“Thanks, Blake! I’ll keep it in our room so it can’t get lost. I really appreciate it.” Randi’s gratitude shone through the smile on her face. As Blake stepped forward to hand over the novel, Randi took on a more inquisitive look as she tilted her head up and sniffed at the air. “You all smell that?”

Blake quickly tensed as Randi sniffed deeper and looked around. No one answered at first, although Smit, Ruby, and Honey all copied the sniffing motion in an attempt to discern the scent. “W-what is it?” Blake stuttered the question as she took a step backwards.

“I think lunch is ready. Smells like some kind of barbequed pork or something.” Randi’s mention of food elicited an audible growl from Lilly’s stomach. Blake relaxed slightly as Lilly pulled out her scroll and checked the time.

“Cafeteria should’ve just opened. Guess we’d better get going.” _Figures that the only time she speaks is to rush us out the door._ Honey’s own stomach gurgled slightly, but not before she came up with a plan to extend the interaction. She knew Lilly would object, but that’s why she didn’t plan to ask her partner.

Lilly turned to leave but halted her retreat as Honey put her plan into motion. “Why don’t you guys join us?” Honey directed her question at Ruby, mentally pleading for her to accept.

“You don’t have to –”

“Thanks, but–”

“That sounds awesome!” Ruby somehow missed Yang and Lilly’s simultaneous attempts to decline. “Give us a minute to get ready. We’ll meet you in the hall!”

With a quick smile and wave, Honey followed her team out to the hall, letting the door close behind her. As they waited in the hall, Randi ducked into their room to put Blake’s book away. With the brief interlude, Honey turned to face her aggravated team leader, fully aware of what would come next.

“What was that?” Lilly loudly whispered. “I agreed to avoid Yang for a reason. Now you want me to eat with her?”

Honey quailed under the accusatory gaze but managed to swallow her fear and force a response. “Y-you said we could be friends with them. No one is forcing you to talk to Yang. Randi seems to be getting along with Blake, and I really like Ruby.”

“And I _really_ like Yang,” Smit interjected, earning an eye roll from both girls.

“Just…give them a chance,” Honey pleaded. “I’m not asking you to become best friends with her, or anything. You can sit with Weiss and ignore her if you want, but we can’t just avoid them forever.”

“Wanna bet?” Honey caught Lilly’s mumbled comment but chose to ignore it. “Fine, but don’t expect this to be a regular thing. I’ll endure the occasional lunch, if I must, but you owe me.”

The hushed argument came to a sudden halt as Randi returned, moments before team RWBY exited their room. With a forced smile, Lilly greeted Weiss – and Weiss only – as the teams made their way down the hall.

 _Why can’t we all just get along?_ Honey wondered as Ruby sidled up to her and began to chat.

/- - - - - - - - - -/

Most of the first-year students were already eating when RWBY and LHSR arrived. Randi assumed they must have come early and waited due to the free half-hour after History. There was still plenty of room, as most of the upperclassmen had a later lunch due to their busier schedule.

Randi’s nose proved to be spot on, as the serving line had a massive pot of pulled pork in some sort of barbeque sauce. Grabbing enough for two sandwiches, along with a small bag of chips, Randi followed the rest of their ensemble to a nearby table and sat down across from Blake. Ruby and Honey had claimed the end seats to the left and were busy discussing some type of weapon modification. Beside them, Weiss and Lilly were talking about music while Smit tried in vain to impress Yang.

Blake didn’t say a word, nose buried in another book as she ate. She tried to ignore the feeling of being watched, but finally gave up and peeked over the pages to see Randi staring at her. With a defeated sigh, she marked her spot in the story and put the book down. “It’s Randi, right?”

“Yep.”

“Um, is there something you need?”

“Not really. Sorry if I was staring, just wasn’t sure how to start a conversation with you. Everyone else is getting to know each other, after all.” Randi did her best to smile in a friendly manner, her tail gaining speed behind her. “I can let you get back to your book if you’re not interested.”

Blake paused for a moment, but then relaxed and chuckled a little. “No, it’s fine. I’m so used to everyone doing their own thing. Usually, I just get dragged into stuff by my partner.”

“Yang’s a bit of a handful, huh?”

“You have no idea,” Blake replied, more than loud enough to be heard by her partner next to her and earning a gasp of protest. “Well, we might as well get to know one another. I’m sure Ruby will quiz me on it later.”

“Okay, well, I’m from Mistral. Did a lot of traveling when I was young.” Randi preferred not to give much detail on her childhood. Her early years were great, but even Randi could admit that she had it rougher than most in her teens. Recalling her life after the Grimm attack made people pity her, and she hated that. _I cannot change the past, so why dwell on it? I am who I choose to be, not who I was._

“I’m…not from Vale either.” Blake hesitated on her answer, which Randi found odd. _Why does it matter where you grew up?_ It seemed like Blake was carefully considering her words before she continued. “I grew up in a village in the south of Mistral, but visited Atlas briefly before eventually coming to Vale not long ago.”

“I mainly stayed in eastern Mistral. How are you getting along with your team?”

Blake was far more relaxed discussing current affairs. “Ruby is nice. Weiss is okay, I guess. The two are getting along better lately. Then there’s Yang. She’s pretty ridiculous, but seems like a good person.”

“Aw, thanks partner!” Yang leaned over and gently punched Blake’s arm, barely even moving her with the friendly gesture.

“What about your team?” Blake asked.

“Lilly’s a good leader and Honey’s really friendly once you get to know her. Smit’s like Yang, I guess. Really outgoing, but a decent guy from what I can tell. He’s pretty much obsessed with your partner, though.” Randi whispered the last part, not wanting to put her partner on the spot if Yang overheard.

“I think we all figured that out, but the only thing Yang is obsessed with is her hair.” Randi chuckled at Blake’s comment, fully believing it based on how high-maintenance Yang’s mane must be. “There’s…not many faunus here. Did your team have any problem with your heritage?”

“No, they’re fine with it. I think it surprised Smit at first, but he’s assured me he doesn’t care. And you’re right, there aren’t many of us faunus here.” Blake appeared pleased with Randi’s answer. “It’s nice to have someone similar to talk to.”

“W-what do you mean?” Blake’s smile dropped as she eyed Randi suspiciously, nervously fidgeting in her seat.

“Well, you and I are basically in the same situation.” Unlike before, Randi’s response made Blake more nervous, so she quickly continued. “I mean, we’re both the quiet member of our team, content to enjoy from the outskirts but stuck with an energetic partner to pull us in anyways. To be honest, I wasn’t sure I would like that, but it kinda grows on you after a while.”

“Y-yeah,” Blake nervously rubbed her arm and looked away, “guess we are pretty similar.”

/- - - - - - - - - -/

Lilly did her best to focus on Weiss while ignoring the hated girl next to the heiress. _I promised Honey I would try to behave. Just focus on Weiss and we can make it through this._ Lilly was grateful for Weiss’s discussion on music, at it helped to have a topic she was actually interested in. _I’ll have to ask Honey if we can have the end next time. A little distance between the two of us would help me ignore her. Might even be enjoyable like that._

Ruby and Honey must have reached a stopping point as Honey addressed the group, interrupting the other conversations. “It’s nice to finally have lunch together,” she began. “We haven’t really had a chance to meet each other officially yet.”

Ruby excitedly joined in the grand overture. “That’s right! Team Laser, I’m Ruby!” Ruby held her hand out, as if she expected the entire team to shake her hand. A quick sigh from Weiss alerted her that she wasn’t about to receive four handshakes at once, so she quickly retracted the appendage and continued. “Um, as I was saying, this is my partner Weiss. Then we have my sister Yang and her partner Blake.”

Honey looked to Lilly, who steadfastly ignored the hint. With a defeated sigh, Honey introduced their team and thanked RWBY for having lunch with them.

“Of course, half of us already know each other from Signal,” Ruby explained, glancing to Lilly, “but it’s good to meet new people, too.”

Refusing to acknowledge the friendly opening, Lilly commented, “Three out of eight isn’t really half, but yes, I went to Signal.” Honey shrank in dejection at Lilly’s retort, even as Lilly focused her disdain on the short leader of the other team. _Guess those last two years of math would’ve paid off. Maybe you should’ve stayed in school instead of trying to rush ahead._

Ruby was unfazed by the poorly veiled swipe, more focused on some other aspect. “But what about–”

“I heard there were quite a few people from Signal here, right Ruby?” Honey quickly interrupted the young leader.

“Yeah! We ran into several when we got here…before Yang ditched me.” Ruby’s glare was as menacing as a puppy, but still drew a bit of redness to Yang’s face. Satisfied with the reaction, Ruby’s face brightened quickly as she turned to her partner. “Then again, that was how I met Weiss!”

The heiress rolled her eyes as Ruby hugged her arm, shaking it in an attempt to free herself. “And then blew me up! It’s a wonder I put up with you.”

“But now we’re besties!”

“I should’ve let that Deathstalker have you.”

“Anyways,” Yang interrupted, “it all worked out. And, yeah, Signal’s pretty much the best. There’s several of us here at Beacon.”

Yang beamed with pride, unaware of the mounting fury nearby as Lilly tightened her fists and hissed out, “But not Bianca.”

Yang’s smile vanished in an instant as she turned to face Lilly, the table falling to silence. The venomous look on Lilly’s face caught Yang off-guard, but only for a moment. Instead of backing down, Yang’s brow furrowed as her suddenly red eyes returned the glare for once and she growled, “You really want to go there right now?”

Lilly debated internally on what to do, having expected Yang to give in first. _An unarmed fight wouldn’t end well, but I wouldn’t mind getting a few hits on that face of hers. What right does she have to lash out at me? It’s her fault that…_

A quick yelp of pain interrupted the standoff, drawing all eyes to a table closer to the exit. Cardin and his gang were busy picking on that bunny-girl from History class, clearly missing the point of the lesson earlier. _How are they allowed to get away with crap like that?_

“They’re going after her again today. I thought the lesson would’ve at least given her a day off,” Weiss observed.

“Probably taking out his frustration from class. Besides, she’s an upper-year,” Smit complained. “Yeah, there’s four of them, but surely she could put up some sort of a fight. At the very least, cowering in fear and not doing anything just encourages them.”

“Just because you stand up to a bully doesn’t mean they’ll stop,” Blake countered. “They’re just as likely to lash out at any perceived resistance.” Lilly agreed with Blake’s assessment, knowing that some just enjoyed exerting power over others.

“What is with those guys? It’s like they live to bully others. Someone should really teach those idiots a lesson,” Yang lamented.

Lilly still felt all the rage from earlier built up inside her and spat out, “Well then, why don’t you?”

“What?”

Yang turned back to Lilly, clearly still unhappy with her but unwilling to let the challenge stand. Lilly leaned forward to stare down her target and elaborated, “Why don’t you do something about it? Instead of sitting around bemoaning the situation, get off your lazy butt and do something!”

“Pft, get off your high horse,” Yang responded, waving her off. “You just want me to get in trouble. Not like you’re doing anything either.”

Lilly grasped the edge of the table as she quickly stood up. “If no one else is gonna do something, then _I will_.”

Lilly turned to storm off towards the bullies, finally seeing an outlet for her growing anger, when Randi commented, “Actually, someone beat you to it.”

The entire table turned and were frozen to their seats as they watched Honey approach the group of boys. None of them had noticed her get up, too busy passing judgment on the situation. A hush fell across the room as the other tables also watched, whispering quietly and wondering what the young girl hoped to accomplish.

“E-e-excuse me.” Honey tapped the lead bully on the shoulder as she stammered out her request. “You guys shouldn’t pick on her just because of what she looks like. It’s really mean.”

 _For goodness sake, Honey, that was your big plan?!? Just ask the jerks to stop being jerks?_ Cardin turned to face Honey, still holding one of the bunny-girl’s ears. The motion earned a squawk of pain from his victim as she leaned over to relieve the pressure a little. The bully’s confused look quickly turned to a vicious grin as he glared down at the much smaller girl.

“Oh, my apologies.” Cardin’s snarky tone as he glanced at his buddies made it clear he was anything but apologetic. “I didn’t realize I was being mean. Truly you have taught me the error of my ways.” He bowed dramatically, earning another squeak of pain from the faunus behind him, her ear being tugged further forward by the motion.

Cardin’s goons laughed as he finally released the girl’s ear. He took a step forward so that he towered over his new target, glaring down as she seemed to shrink in on herself. The other three moved to flank the new victim as a show of strength and to ward off anyone else approaching.

“If I wanted your opinion,” Cardin leaned down to get eye-to-eye with Honey, “I would’ve asked for it.” With a quick shove, Cardin sent the small girl stumbling backwards. She would have fallen from the force if not for someone catching her and propping her back up. “Oh look, boys. Another animal coming to get checked. Maybe I should go into the vet business.”

Honey glanced up to find Randi looking at her with worry. _How did she get over there in time? She must have known what was coming to have covered the distance in time._ It wasn’t an unreasonable distance to cover, especially for someone with aura, but Lilly hadn’t even thought to intervene until Honey was already falling.

Cardin stood up straight, utilizing all of his extra height in an attempt to intimidate Randi. Even so, he just barely eclipsed her. The girl’s long tail was raised more than usual, the tip furiously brushing near the top of her armor and pushing her ponytail back-and-forth.

With a smirk, Randi stepped in front of Honey, staring down the entire team as she calmly addressed Honey’s tormentor. “I only see one mindless beast here. You seem a little aggressive, but I guess that’s pretty common after getting spayed.” The room burst into laughter and _oohs_ at the insult. “C’mon Honey. Let’s leave the little runt alone. It’s not nice to pick on someone who can’t defend himself.”

Lilly still hadn’t moved since standing to confront the bullies. Her fingers tingled from gripping the table so hard as she watched Randi and Honey turn and walk back towards their table. Cardin’s backup quickly backed down as their leader sputtered, trying to figure out how to save face.

“Shut up!” He yelled at the laughter, only making it worse. Red-faced, Cardin looked around the table beside him, too focused on Randi to notice the bunny-girl slip away and out of the cafeteria. Cardin spotted a large apple on the tray she left behind and quickly grabbed it, turning back towards Randi. “I’ll show you who the animal is!”

Lilly tried to shout a warning to Randi, who still had her back turned as Cardin heaved the fruit at the back of her head. As the apple sailed towards her, Randi shifted slightly to her left, catching it as it passed over her shoulder and taking a large bite. Seeing his revenge thwarted, Cardin turned and stormed out of the cafeteria. Lilly had a feeling he would take out his frustration on someone else and could only hope the bunny-girl had made it back to her room safely.


	7. Forever Fall

_Repairs on the Main Combat Room have been completed at this time. All second-year and higher students will resume Combat Classes starting tomorrow. First-year students will meet Miss Goodwitch at the bullhead docks during their scheduled Combat Class for an excursion into Forever Fall. As there are Grimm in the area, please bring your combat gear with you. Regular class schedules will resume on Monday._

The message had popped up on Smit’s scroll Thursday evening, followed by the sudden pinging of his teammates’ scrolls, meaning he didn’t need to read it to them. A field trip to Forever Fall sounded cool, but Smit was a little disappointed that it meant another few days before they would have any sparring class. _Really itching to get in the ring. Hope it turns out better than Lilly’s._

Smit had seen photos of Forever Fall in a visitor’s guide on the long flight to Vale. The idea of a perpetual season of Autumn, with its vibrant colors and mild temperature, sounded like something straight out of a dream.

Team LHSR made sure to head out early – as Lilly insisted – but found RWBY already climbing aboard the first of three bullheads. _Probably easier to land bullheads in a clearing instead of one of those big transports we came to Beacon on._

“Ah, Team Laser. Thank you for arriving early. It’s nice to see _some_ people are familiar with punctuality.” Goodwitch squinted slightly towards the top of Beacon Tower, then quickly typed something into her ever-present handheld screen as she continued speaking. “Please take a seat while we wait for the other teams to arrive. We will depart in twenty minutes, regardless of whether everyone has arrived on time.” Smit pitied those who were even a minute late. He had heard some upper years talk about Goodwitch’s detentions and hoped he never had to experience one firsthand.

Ignoring what was sure to be a frigid glare from his leader, Smit led the way toward the bullhead RWBY had clambered onto. The prior day’s lunch had been a little awkward at the end, but Smit felt he had made some progress with the last letter of their neighboring team. _Lilly’s outburst didn’t help, but I at least got to chat with Yang a bit._ Sure, she mostly stuck to small talk, but he had planned for that. _Not like one conversation would be enough to win her over._

Smit’s plan was simple, in theory. First, he needed to get her comfortable with him being around from time to time. That meant keeping things light and finding something she enjoyed talking about. The transition from acquaintance to friend would be subtle, but once he got that far he could aim for more. Talking about classes was always an easy bet, but that would relegate him to classmate rather than friend if he wasn’t careful. He needed something a little more personable if he hoped to make things work. _And from what I’ve seen, I think I know the perfect topic._

Climbing aboard, Smit was relieved to see that the seat next to his target was open. Even better, she was sitting next to her sister, which played into his plan perfectly.

“Hey guys!” Smit smiled, waving as he walked up. “This seat taken?”

Headstrong he might be, but his dad had taught him a thing or two about women. There were times to be assertive and take initiative in a relationship, but pushing too hard early might ruin his chances. With only the two teams onboard and all of her teammates already seated, it would be tough for Yang to make a reasonable excuse to deny his request. It also made him sound polite for asking, even if he knew what her response would be.

“Have at it,” Yang shrugged, turning back to Ruby after the quick answer. _No hesitation to try to make an excuse. Looks like I’m still in the clear._

“Any of you been to this Forever Fall place before?” Smit made sure to speak up so all of Team RWBY could hear. He knew Weiss was from Atlas, and Randi had told him Blake was from somewhere in Mistral, so he wasn’t surprised by the quick head shakes from both. The two locals, however…

“Yeah! I went on a field trip there last year at Signal.” Ruby was quick to pipe up as she leaned forward a bit to see around Yang. Caught in the middle, Yang sat back to let her sister see around her easier, facing forward rather than away from Smit. _Not facing me yet, but it’s a start._ “It’s awesome! The leaves are all bright red and it has that crisp Autumn smell all year.”

“That’s what I heard. Really stoked to see this place. Can’t say I’ve seen much other than Winter in Atlas.”

“Oh yeah, Honey told me you were from Atlas. Did you know Weiss?” At the mention of her name, Ruby’s partner cocked her head slightly towards the conversation, no doubt curious what was being said about her but trying to hide the fact.

“Never had the chance, but everyone knows of the Schnee family. Weiss was pretty much a legend back home. Have you heard her sing? I’d say she’s easily one of the greatest talents of our generation.” A little praise never hurt, nor did impressing the friends of the girl he was interested in. The slight smile that appeared on the heiress’s face made it clear she heard every word.

“Wait, Weiss sings?” _So much for that smile._

Hoping to save the young girl from an icy death, Smit hastened to continue. “Absolutely. Topped the charts a few times and had these huge concerts. Pretty sure Lilly has a copy of her last album. You should ask to borrow it sometime. A lot of people were pretty shocked that she chose to become a Huntress. Guess it just shows how talented she is.” The frigid glare melted as a hint of pink blossomed on Weiss’s face. _You can thank me later, Ruby._ “Of course, you’re no stranger to talent, getting into Beacon early and all.”

As Ruby began stammering denials, Team JNPR climbed aboard and quickly took the seats across from RWBY, their leader waving a quick greeting as they sat down. Lilly, sitting across from Smit and Randi, wasted little time striking up a conversation with Pyrrha.

Unwillingly to lose his momentum, Smit quickly shot down Ruby’s self-doubt. “Seriously! There are people two years older who didn’t make the cut, but you did. After that fight last week, I can understand why. You’re crazy fast and that scythe is pretty amazing.” Honest praise, as Smit had been shocked at her performance. “And don’t even get me started on that Nevermore in Initiation.”

The barrage of praise had its intended effect, leaving Ruby a mess of embarrassment and denial as the bullhead door closed and Smit felt the shift of liftoff. On the other side of the bullhead, Jaune looked a little rough. The guy beside him – Ren, Smit recalled – patted his back softly in support. Smit just hoped they wouldn’t get a personal introduction to the guy’s lunch before they landed.

Turning back to Ruby, Smit grinned as he steered the conversation towards his intended target. “Of course, now I’ll have to reclaim my team’s honor. Maybe next week I can take on Yang or something.”

“As if you would have any chance against me,” Yang scoffed as she jumped in the conversation, just as Smit had hoped.

“I dunno. I mean, we’re both melee fighters. I think it would be a pretty good match.” Smit smugly turned to Yang, knowing she wouldn’t let a challenge like that stand.

“Yeah right. I’d wipe the floor with you, as would anyone on my team. Face it, we’re pretty much the best team around!” Smit chuckled at her over-the-top bravado. _From what I’ve heard, I think JNPR might have that title even if their leader is pretty awful. I’ve seen clips of that Pyrrha girl fighting entire teams before. Unless those other two are worse than Jaune, I doubt we would stand much of a chance._

“You kidding me? Team Laser could take you guys any day.” Smit wasn’t sure how accurate that was. Sure, Randi was awesome and he could hold his own, but they’d already seen Ruby take down Lilly and he had no idea how skilled Blake was. In the end, though, meeting Yang’s confidence meant the conversation continued.

“Last I checked, we were undefeated and Team _Loser_ had yet to win a match.” Technically true, although that was based off one fight. By her logic, half of the class could claim to be undefeated. Meanwhile, JNPR would be classed as winless, which Smit doubted would last once Pyrrha stepped into the ring.

“Guess we’ll just have to even the score on Monday, then.”

“Tell you what, hothead,” Smit met Yang’s competitive stare as she continued, “why don’t we make it interesting?”

“Sure. What did you have in mind?” Smit wasn’t exactly loaded with lien, but he figured they would probably be playing for something else.

“Whichever team has the better record on Monday wins. I’ll even be generous and not count the butt-kicking Ruby dished out last week.” If everyone fought on Monday, that meant three matches each. “If we win, you have to serve me lunch for the rest of the week, and I expect my server to be dressed appropriately. After all, I’m a classy gal and only dine at the _finest_ establishments.” Yang finished with a snooty tone, which Smit assumed was a poor impression of Weiss, based on the eye roll from the heiress.

It would be a little embarrassing to have to wear even fancier than their uniform to lunch. He was pretty sure Yang would demand he set the table, provide refills, and anything else she could think of. It would also mean he would have to sit with her for lunch and the silliness could work in his favor if he really hammed it up. To him, it sounded like a win even if their team lost.

“Fine, but if I win, you buy me lunch on Saturday. I’m not as high maintenance, so a burger joint in Vale would do.” Demanding a date would be a bit much, but this was basically the same thing. Considering she wanted four days of service (spars were after lunch on Monday) and he was only asking for a cheap meal, he hoped she would agree.

Yang grinned and replied, “Deal. Not like I’ve got anything to worry about anyways.”

“On the off chance that we tie on Monday, what’s the plan?” It was pretty unlikely that all three of their fights would be against each other, so a tie was still possible.

With a smirk, Yang quickly responded, “Then we win by default.”

“That hardly seems fair. What makes you think you should get the automatic win?” Smit wasn’t thrilled at the advantage Yang had just granted herself. While both outcomes were okay with Smit, he clearly would prefer a one-on-one lunch with Yang instead of serving her in the cafeteria for the week. Plus, his competitive side still wanted the bragging rights.

“Because I’m a lady, that’s why.” Yang tilted her head up pompously and resumed her faux-Weiss voice. She then looked back at Smit as her grin returned. “Or we can call Ruby’s win the tiebreaker. Either way, I win.”

“Definitely the second reason,” Smit sniped back, laughing at the overdramatic offended pose Yang struck. To be fair, she had a point. Not counting Lilly’s loss already helped them out, so it made sense for them to get some sort of advantage.

Before the banter could continue, Ruby suddenly tugged at Yang’s arm and excitedly pointed at the small, round window between them. “We’re here!”

Smit turned to the window between him and Randi. Below, a bright canopy of red rushed by. Already, he could feel the bullhead slowing for a turn as they approached a clearing. The blast of air from the landing bullheads sent a wave of leaves dancing into the forest beyond. As the doors slid open, Jaune quickly exited and disappeared around the corner with a hand clasped tightly over his mouth. _Good thing he claimed a seat near the exit. Even managed to hold it in until we landed._

As Smit followed the others out, a cool breeze playfully tickled the back of his neck. The pleasant smell of the forest – an earthy aroma with just a hint of spice – beckoned to him as Miss Goodwitch instructed them to follow her away from the bullheads and into the woods.

“Yes, students, the Forest of Forever Fall is indeed beautiful.” It wasn’t difficult for her to guess they were all staring at the flora around them. “But we are not here to sightsee. Professor Peach asked all of you to collect samples from the trees deep inside this forest. I’m here to make sure that none of you die while doing so.” Goodwitch came to a halt and turned suddenly, causing many of the students to bump into each other.

A grunt from the rear drew everyone’s attention as Jaune, loaded down with some sort of box and half a dozen jars, crashed into Cardin, their armored plates clanging together loudly. Wilting under the glare from Cardin, Jaune began awkwardly whistling and looked away.

Ignoring the strange happenings, Goodwitch carried on with her instructions. “Each of you is to gather one jar’s worth of red sap.” So saying, she pulled out a filled jar from behind her as an example. _Where on Remnant did that come from?_ “However, this forest is full of the creatures of Grimm, so be sure to stay by your teammates.”

_Did she just warn us that there are Grimm outside of the city? Seriously, did anyone not already know that. I mean, we were told to come armed. I doubt she intended for us to do battle with the trees._

“We will rendezvous back here at four o’clock. Have fun!” With these final words, Goodwitch motioned towards the trees as the teams began to disperse. RWBY kept going straight, but Smit didn’t bother to try to follow. _Not sure Lilly would forgive me a second time._

The leader in question was still chatting with Pyrrha, saying something about a tournament Pyrrha had won a year ago. Smit figured he had maybe a minute to take in his surroundings as the two talked and turned to the right. As he looked, he noticed Jaune following CRDL away from the others. _So much for sticking with your teammates._

“He’s been spending a lot of time with Cardinal lately.”

“Holy crap, Randi!” Smit jumped as his partner spoke from just behind him. “What did we just talk about yesterday?” After multiple instances of the girl spooking him by seeming to appear out of nowhere, Smit had insisted she announce herself or something. Apparently, the lesson had yet to sink in.

“Sorry. I thought you heard my approach.” How someone in full armor could accidentally sneak up on him still baffled Smit.

“Whatever. Anyways, how do you know who he’s been hanging out with?”

“I just tend to notice things. By the looks of it, Pyrrha’s noticed as well.” Randi subtly jerked her head towards the champion and began to walk back to the group as Smit followed. True to Randi’s words, Pyrrha was watching Jaune leave from the corner of her eye with a disappointed look.

As they approached, Lilly asked the obvious question. “So why isn’t Jaune with you guys?”

The small frown on Ren’s face and tensing from Nora indicated that the subject was a bit of a sore spot for the team, but Pyrrha’s trademark smile returned as she answered, “Jaune seems to have befriended Cardin recently. He spends a lot of time hanging out with them lately.” Smit doubted he was the only one who wasn’t fooled by Pyrrha’s strained politeness. The corners of her smile started to drop as she continued, “Of course, that means we haven’t had as much time with him.”

“It didn’t look like he was thrilled to go with them,” Randi commented.

“He didn’t really fight it, though,” Smit felt the need to add. “Maybe he just needs some guy time. No offense, Ren.” The other male on JNPR had a slight smile on his face, nodding to indicate he didn’t mind.

“Have you spoken to him about it? Maybe he has a good reason.” Lilly tried to offer advice, but Smit doubted it was that simple. Whatever was going on, Jaune probably would’ve told his team if he had a good reason. Then again, maybe the guy was just an idiot.

“He doesn’t really like talking about it,” Ren offered. “Always dodges the question, so we stopped asking.”

“In the end,” Pyrrha hastened to add, “it is his choice who he spends time with.” She obviously wasn’t happy with the arrangement but was willing to endure it for her leader’s sake. “Anyways, we should probably get to work on gathering that sap. See you later.”

With that, Pyrrha led the remaining members of her team into the woods. Her farewell made it clear they intended to go separate ways, likely to avoid any more discussion on the topic. Smit wasn’t at all surprised when Lilly led them the opposite direction, seeing as Pyrrha had gone in the same direction RWBY went earlier.

After a short walk, the team came upon a small clearing with a large boulder set in the middle. The birds chirped nearby, letting them know there were likely no Grimm lurking in the area. They each selected a nearby tree and soon had a quartet of filled jars resting on the flattest part of the boulder. Meanwhile, the team sprawled out on their impromptu platform, enjoying their freetime away from the confines of school.

Smit was content to silently enjoy the dichotomy of the warm sunlight with the cool boulder beneath him as he watched the clouds drift by. The chorus of birdsongs was soon joined by the rhythmic tapping of a woodpecker. In the distance, he could hear a stream babbling away. The wind danced between the trees, whistling a soft tune as it tempted the leaves to abandon their branches and join it in an elegant waltz, before gently resting them on the ground below once the song had ended. Smit slowly shut his eyes and sighed, basking in the calmness of what he felt was his new favorite spot on Remnant.

That was, until Lilly interrupted the serenity with another getting-to-know-you session, this time aimed at Randi.

“Hey Randi, what was all that in Oobleck’s class the other day? Did your grandfather really fight in the Faunus War?” Smit doubted Randi had lied to the entire class, but figured this was just Lilly’s awkward attempt at starting the conversation.

Randi sat up slowly, cracking her neck to the side before answering, “Yeah. He fought in several battles but died before the war ended.” _Short answer. Minimal details. That’s Randi for you._

Lilly clearly wanted more and pushed further. “Oobleck said he recognized your armor and said something about the Silver Wolf. Was he well known?”

Randi must have realized she wasn’t getting off the hook that easily and decided to indulge her inquisitive leader. “I would say the armor was well known at the time. His father fought in the Great War and helped repel an early incursion into Mistral. He wasn’t actually part of the army. Just lived near the coast and didn’t want to see his family endangered. Afterwards, he sent his family further inland for safety but decided to stay behind to watch for more invaders.”

“Didn’t Mistral eventually get pushed back?” Smit wasn’t overly knowledgeable about history but knew some of the major events.

“He retreated when a large force succeeded in landing further north, but then harassed the enemy by raiding supply lines and hunting down scouting parties. Even formed a small contingent of local faunus that wanted to fight back, leading to more raids. Unfortunately, he died of disease a few months before the Treaty, but his armor was sent back to his family, which is how my grandfather got ahold of it. When he joined the faunus forces years later, many thought it was the return of the Silver Wolf. Knowing it was a boost to morale, he took the moniker and was soon given command of a small force.”

Looking at Randi’s armor, Smit was pretty sure she wasn’t wearing the original. _Unless great-grandad really wanted extra room up top._ “What happened to him?”

“The same thing that happens to anyone in power. Politics,” Randi answered flatly. “An older officer became jealous of him and betrayed him in battle. Pulled his forces back and left my grandfather outnumbered. He held out as long as he could, but was soon overwhelmed. When his body was recovered, the traitor had him dumped in the ocean instead of sent back for burial and the armor was lost.”

Smit had been correct in assuing the ending wouldn’t be a happy one. Honey seemed less prepared for the reveal and gasped, “What? Why would he do such a thing?”

was quick to respond, “Some people are just jerks, Honey. Probably upset that Randi’s grandpa was becoming so popular and decided it would be better to get rid of him, even if it endangered many of his fellow soldiers.”

“Was anything done about his betrayal? I mean, he didn’t get away with that, did he?” Smit asked. _Surely someone reported it. The guy basically killed off one of their own officers out of spite._

“He was imprisoned for a while, but this was close to the end of the war. Not sure what happened after that since the victors tend to write the history books.” Randi shrugged, not overly concerned with the ultimate fate of the traitor. “Nothing to do about it now. Just have to–”

Randi suddenly cut off as her ears perked up and she turned towards the trees. Without warning, she kicked off the boulder and sprinted into the woods. After the initial shock wore off, Smit called out, “Whoa, Randi! What’s up?” Randi continued her sudden dash and vanished into the forest. “Come on, guys. Something’s wrong.”

Honey and Lilly each grabbed two jars as they began a pursuit of the armored faunus. Despite their best efforts, the three struggled to catch up. Randi was a fast runner, but her charge was slowed somewhat by numerous branches, bushes, and vines. None stopped her as she carved a path through the overgrowth without a word.

As they slowly closed the distance, Smit spied Yang and Blake standing directly in the path of the trailblazer. Yang turned at the sound of Randi’s approach, an expression of worry on her face, and called out, “Randi! Jaune and Cardin need help! They’re–oof!”

Yang grunted as Randi barreled into her, the unstoppable faunus turning slightly so that only their shoulders collided. Blake managed to take a quick step out of the way as Randi continued past her, but the unexpected collision knocked Yang aside onto the forest floor. Randi never slowed and soon disappeared into the trees again as Smit stopped to help Yang up.

“What the heck?!? What was that about?” Yang asked dumbfounded as she began to pick leaves out of her hair. Considering the carpet of leaves on the ground, Smit had a feeling she’d be at that for a while.

“Sorry,” Smit apologized. “She just randomly took off a moment ago. No warning or anything. What was that about Jaune?”

“Blake, you keep going and try to find Goodwitch.” Blake quickly took off to their left as Yang turned back to the trio. “We need to hurry! Jaune and Cardin were attacked by an Ursa.” With that, Yang waved for them to follow her on Randi’s newly-made path behind her. “Cardin’s team got away, but they left the other two behind. I was trying to find Miss Goodwitch, but I’m not sure where she went.”

Smit nodded to Lilly and Honey before running to catch up with the blonde. _Why is the woman in charge of protecting us nowhere to be seen?_ “Wait, you left them alone? Why didn’t you go help them?” They had all fought Grimm in Initiation, and Yang had boasted about fighting two Ursa at once.

“I didn’t leave them alone,” Yang quickly shot down the accusation. “Pyrrha, Ruby, and Weiss went to help. The three of them should be able to handle it, but I’m worried about the fight attracting more Grimm. Figured it would be safer to have Goodwitch nearby in case things went south. Hopefully, nothing else has happened.”

“What about Blake?” Honey piped up with a hint of concern in her voice. “If there are more Grimm, should we have let her go off alone?”

“Nah, she’ll be fine. Blake is super sneaky and can handle herself. I was probably just slowing her down.”

After a few more seconds of running, the four finally emerged into a clearing behind Randi, who had finally come to a stop. Across the clearing, Jaune and Cardin were talking over the fading body – and only the body – of an Ursa Major. Smit whistled at the sight of the beast. “Wow, that’s a big one. Guess Pyrrha made it in time.”

Randi turned and smiled before answering, “Nope. The Ursa managed to knock Cardin down, but Jaune protected him and managed to decapitate it in a single blow. Isn’t that right, Pyrrha?” Randi raised her voice a little for the final question as Pyrrha approached from their right with Ruby and Weiss in tow. For some reason, Randi winked at the redhead.

Pyrrha hesitated a moment as she looked at Randi before she seemed to relax and gave a quick nod. Her smile, much more genuine than early, preceded her response. “Absolutely. He performed quite admirably in defense of another. I always knew he had it in him.”

Smit peered over the champions shoulder and saw Jaune approaching, leaving Cardin frozen in place behind him as he strutted towards them. There was a certain confidence in his step as he stood tall for possibly the first time since coming to Beacon. “Ah, the triumphant hero returns.”

Pyrrha quickly turned around to look at her leader, who waved with a sheepish smile. “H-hey Pyrrha. Can we talk? I kinda need to beg forgiveness for how I’ve been acting.” Jaune glanced around at the others, nervously rubbing the back of his head.

“Apology accepted.” Pyrrha didn’t even let him explain his behavior before forgiving him as she gave Jaune a quick, friendly hug. Naturally, Jaune turned a bright red before he coughed awkwardly, searching the gathered faces.

“Thanks, but I really do owe the team an explanation. Have you seen Ren and Nora?”

As Pyrrha began to explain that Ren and Nora had gone to find Goodwitch to let her know about the Grimm, Randi recommended that the rest of them head back to the bullheads a little early. Smit nodded in quick agreement, despite them still having over half an hour before they needed to return. _I think Jaune needs some privacy to get things off his chest. At least he’s finally gonna man up and set things right._

Lilly had, predictably, begun chatting with Weiss on the way back, purposefully walking a little slower as Yang was near the front. _Now if only I could get those two to do the same._


	8. The Bet

“You _bet_ on our fights?!?” Lilly hissed as she led her team to Combat Class for the first time in what felt like ages. She had been looking forward to seeing others get to fight, hoping it would dull the memory of her own loss. Instead, Smit had potentially made things worse.

“It’s no big deal!” Smit pleaded to his unconvinced judge, who was quickly contemplating being the executioner as well. “Just a friendly wager between me and Yang. Worst case, I have to be a little embarrassed for the rest of the week.”

Lilly seethed as she glanced around to see if anyone was listening in. Going to class early had its benefits, however, as the hallway was deserted. “You don’t get it, you imbecile. If we lose, she’s gonna rub our faces in it for who knows how long! You may have kept the bet between you two, but our entire reputation could be on the line here.”

It was bad enough now with how Yang acted towards her, but Lilly dreaded the thought of what Yang with fresh ammo could be like. After their confrontation last week at lunch, Yang seemed more than willing to challenge Lilly’s glares, refusing to back down in shame like she had before. Instead, it was Lilly who ended up breaking eye contact each time. A chill ran down Lilly’s spine at the thought of a further emboldened Yang.

Smit held up his hands defensively and quickened his pace a little, hoping to reach their destination sooner to end the conversation. “It’s not like that. Look, I like our team, but I also like Yang. This seemed like a surefire way to get to know her better.” Lilly doubted she was the only one that knew what he meant by that. _Exactly how well do you hope to know her?_ “Even if we lose, I’ll ham it up during my punishment and keep her focus on me.”

Lilly’s retort never made it out as they neared the classroom and Lilly caught sight of another team entering ahead. Originally, she had been shocked to always see CRDL get to class early, but they were usually one of the first to arrive. They cut it close on the Forever Fall trip, but Jaune later told them it was because they were busy preparing some prank. He never mentioned the details of what they had planned, but Lilly assumed it hadn’t worked out with the whole Ursa incident.

Having pushed ahead, Smit led the team to the same seats they had used over a week ago. Despite only Oobleck’s class having assigned seats, which he changed sporadically, each team had quickly staked out their own section in Port’s class and rarely deviated. As more students filed in, Lilly watched as the same arrangement was quickly taken, as if Port’s class was being copied over to Miss Goodwitch’s.

It took about ten minutes before the last students settled in. The moment they took their seats, Miss Goodwitch began. “Welcome back to class, students. I apologize for the hiatus, but I intend to make up for lost time today. By the end of this class, each of you will have completed your first spar.” Lilly glanced around at the number of students present and quickly realized it was going to be a long day. “As your leaders already participated last time, they will not be called on today. Rest assured that everyone will be eligible starting next class, although we will only dedicate three days each week to sparring. The other two will serve as lectures and demonstrations to show you ways to improve your own abilities. At least once a month, we will have another full round of spars that will serve as an exam.”

Several students, including all of CRDL, seemed disappointed in the revelation. _Did they really think we would just fight each other every time? This is a class, not a fight club._

Ignoring the groans of disapproval, Goodwitch continued, “Today’s class is likely to run a little long, but I do not expect any similar extensions until the majority of competitors arrive for the Vytal Tournament. We may have one or two longer classes then as well, but you will have time off shortly thereafter for the Festival. Now, let us begin.”

The first match was between Russell Thrush and some student Lilly didn’t know very well. Russell’s opponent, some purple-haired boy she vaguely remembered seeing the first night, wielded two heavy machine gun/axe hybrid things. His bright clothing, facial scar, and plethora of tattoos made him look more comical than intimidating. _Really, how do you intend to use both of those absurd things? Would’ve been better off with just one, like Port._ Lilly grimaced slightly at the thought of Port’s weapon being reasonable in comparison, but this kid really did seem to be purposefully overdoing it. His weapons may have been intimidating, especially compared to Russell’s simple daggers, but Lilly felt confident she knew what the outcome would be.

Before she could focus in on the weird-looking kid, feeling she would rather watch Russell than this strange conglomeration that passed for a student, Smit leaned over and asked, “So, who do you think will win?”

“I think the better question is whether Russell wipes the floor with him or toys with him a bit first.” Lilly felt confident they could hold their own against CRDL, but there was no denying those boys were skilled. They had been the first to complete Initiation and had better teamwork than most, likely having known each other before coming to Beacon. A bully he may be, but Cardin ran a tight ship and demanded the best from his team, who pushed themselves to meet those expectations.

“Fair enough. That kid looks like something out of a cheap comic book. As I’m sure he’s about to find out, sometimes less is more.” Lilly chuckled at Smit’s analysis. _Glad to see I’m not the only one to think so._

As the fight began, Russell rushed to the side, clearly intending to flank his opponent before closing the distance. With his oversized weapons, the other student struggled to keep up with Russell’s quick pace, his aim already being rough at best with the recoil from both heavy weapons staggering him slightly. It only took a few seconds for Russell to spot his opening and charge in, using his off-hand to push the closer weapon to the side, blocking both guns at once and turning his target. The other dagger scored a quick strike across his unprotected back. A short flurry of kicks and stabs later, the fight was already over.

Russell helped his opponent off the mat, then turned around to look towards his team, preening slightly at the approving nod from his leader before Goodwitch gave her critiques. Most were aimed at the defeated boy after some quick advice to Russell regarding his knife techniques.

“Guess he went for the quick win. Can’t say I blame him. With all these fights, we could be here all night if people waste time.” Smit had kept quiet during the fight, intently watching the exchange. The slight gaps between fights were usually filled with quiet conversations from across the room, as teams presumably discussed what they saw. Undoubtedly, many used the time to gossip or joke, but as long as they kept it quiet, Goodwitch tolerated it in the hopes that at least one team would have a useful conversation.

“Kind of a shame he got picked for Russell. Would’ve been an easy win for us. Could use one of those today.” Lilly recalled Smit’s bet and began to wonder who they would be matched with. Considering the strength of RWBY, Lilly figured they would need at least two wins just to have a chance. Even three wins was no guarantee unless one of them was against RWBY.

“We’ll be okay. Who do you think I’ll get to fight? I’m hoping for Yang.”

Lilly stared at Smit, searching his face for some hint of sarcasm but finding none. _That dummy’s serious!_ “Why would you want to fight her? I went to the same school as her. As much as I hate her, she is a _really_ good fighter. No offense, but I’m not sure how well you’d hold out against her.” That was putting it nicely, as she felt pretty certain she’d be scraping him off the mat afterwards.

“Nah, I think I could take her. Either way, it would give me a chance to impress her.” Smit’s eyes darted beyond Lilly, presumably towards the blonde in question.

“I’m not sure a fistfight is the best way to a woman’s heart, but what do I know?” Lilly’s question dripped with sarcasm. Smit either didn’t catch it or ignored the rather obvious condescension.

While they were speaking, Goodwitch finished logging the previous fight’s results and stepped forward again, causing the room to fall silent as she prepared to announce the next combatants. The lights above the room suddenly dimmed and flickered for a moment, but soon returned to full strength. Everyone followed Miss Goodwitch’s glare towards the far wall, where team JNPR sat. Pyrrha waved back with a strained smile as Ren shook his head in frustration.

“Next up,” Goodwitch started, still glaring towards the side, “Sky Lark of Team Cardinal will face Nora Valkyrie of Team Juniper.”

The combination of long weapons interested Lilly. _A halberd versus a warhammer? Usually, a longer weapon means the opponent will try to minimize distance to take advantage. With two long weapons, both will want to be at each other’s optimal range. The halberd should be more agile, but that hammer is sure to pack a punch._

“Five lien says Nora obliterates this guy.”

Lilly rolled her eyes at Smit’s offer. “Haven’t you done enough betting today? Besides, what makes you so sure that Sky will lose?”

“You’ll see.”

The two turned to watch the start of the fight. To the left, Sky had taken a defensive stance, eyeing his opponent warily while formulating some sort of strategy. Nora, on the other hand, had skipped to her spot and was practically bouncing in place with energy. Just before the match could start, Nora suddenly turned towards Miss Goodwitch and raised her hand. “Quick question.”

Miss Goodwitch sighed and turned to the energetic teen. “Yes, Miss Valkyrie?”

“You said the roof was fixed, right?”

“I did.”

Glancing up at the reinforced ceiling, Nora followed up, “How strong would you say it is?”

“It is more than capable of handling anything you…or Miss Adel…can throw at it.” Lilly had to assume this Miss Adel was responsible for the previous damage. “However, I would ask that you refrain from trying to test it too much. Now are the two of you ready?”

“Yes, ma’am.” Came the dutiful replay from Sky.

“Ready!” shouted Nora, suddenly turning towards her opponent with a crazed look of determination, warhammer clutched menacingly in both hands.

The instant intensity must have unnerved Sky, who quickly glanced towards Miss Goodwitch with a worried look. “Um…ma’am…”

“Begin!”

Lilly cringed as Nora charged forward suddenly, blitzing across the arena and swinging her hammer upwards before her opponent knew what was happening. The strike not only lifted him off the mat but sent him flying upwards. Several in the class winced as his back struck the reinforced ceiling, which, true to Miss Goodwitch’s word, held firm. He hung there as if stuck for a moment before finally beginning his descent. His fall was interrupted by a bar that supported several stage lights, which he instinctively curled himself around.

The entire class remained silent as they looked back to the stage to see what would happen next. Nora stood directly below with hammer ready, reminding Lilly of a cat staring at a baby bird and hoping it would fall. Sky must have seen it too, choosing to cling to the bar above rather than plummet defenselessly for a follow-up strike. Luckily for him, Miss Goodwitch stepped forward and ended the match.

“Nora Valkyrie is victorious by ring-out. In tournament fights, you can eliminate your opponent by forcing them out of bounds, such as Miss Valkyrie demonstrated.” The aforementioned psycho let out a quick cheer and shot a thumbs-up to her team. “Miss Valkyrie, while a quick victory is often desirable, make sure you can perform in a sustained fight should your initial strike fail.”

“Got it, teach.” With a quick, goofy salute, Nora skipped back to her team.

“As for you, Mister Lark. Remember not to let your guard down, especially at the beginning of a fight. The opening exchanges often set the tone and pace of the entire battle. Letting your opponent seize control can doom you, even against lesser opponents.” Sky grunted in agreement from above, still embracing the bar that had spared him another strike from Nora. “Now, please return to your seat so we may continue.”

Sky still seemed in a state of shock from his impromptu flight and continued clinging to his bar, unwilling to come down lest the scary girl hit him with her hammer again. With a frustrated sigh, Miss Goodwitch lifted her crop towards the boy. Sky slowly lifted from his perch, but clung on desperately with both hands, his legs having lost their grip during the unexpected levitation. Goodwitch yanked her crop to the side forcefully as the boy was suddenly launched sideways, coming to an abrupt halt a few feet later. Clearly upset at the waste of time, she lowered her weapon and turned away, leaving Sky to freefall back to the mat, barely managing to land on his feet at the last moment before trudging off towards his disappointed team.

“Students, please remember to follow my instructions immediately.” She glared at the back of the offending boy before typing quickly and looking back up. “Next up, Smit Brendis of Team Laser versus Yang Xiao-Long of Team Ruby.”

“Called it!” Smit cheered as he stood and slipped past Lilly and Honey to reach the aisle. “Time to even the score.”

“Good luck!” Randi and Honey called in unison.

“Pound her face in.” Lilly’s encouragement was far quieter than her teammates’ cheering, but Smit nodded to her before heading down to the arena where Yang was busy stretching her arms.

“Think he stands a chance?” Honey excitedly asked from beside her.

“Not even a little.” Lilly answered as Randi slowly shook her head. “I’m just hoping he lasts more than two hits. Guess I’ll tune in and try to make some notes for when he wakes up from his coma.”

Ignoring the protest in the back of her mind at connecting with Yang, Lilly felt the familiar transition of her Semblance as Smit came into view. He was stretching his arms a little, more to show off his muscled limbs than prepare in any way.

“Fancy meeting you here,” Smit chuckled as he winked towards Lilly. It took her a second to remember that he was flirting with Yang, not her. _Thank goodness for that._ Being another person could get confusing sometimes.

“Gonna be hard for you guys to catch up after this.”

“Shouldn’t be too bad once I take the lead here. Thinking about celebrating with the team afterwards. Feel free to come by.”

“Sorry, I don’t make it a habit to visit the infirmary,” Yang sniped back. Lilly rolled her eyes at the back-and-forth of the two melee fighters. _Sheesh, these two deserve each other._

“If the two of you are finished,” Miss Goodwitch stepped forward, putting a stop to their banter, “we have a lot of people waiting.”

“Don’t worry,” Yang responded. “I’ll make this quick.” Lilly watched as Yang deployed her gauntlets fully and assumed a ready stance. Opposite her, Smit made a big show of flexing as his hands ignited. _What a showoff._

“Very well.” Miss Goodwitch stepped back a few paces. “Begin!”

Smit quickly arced his right hand through the air, as if throwing some imaginary ball. Lilly watched as the fire around his hand continued beyond, flying forward directly at Yang. He quickly followed with a left jab and a lower follow-up from his right again, the flames quickly reigniting around his hands as he fired off each blast.

Lilly’s view was mostly blocked as Yang brought up her gauntlets to take the brunt of the impact from the first fireball. Yang grunted from a second impact but managed to dodge the final shot towards her legs. Between the arms, Smit could be seen charging forward to close the gap.

As Smit lunged in with his right, Yang deflected his strike and countered with an uppercut. Instead of fighting the deflection, Smit let the momentum carry him to the side, narrowly avoiding Yang’s retaliation as he spun and swung again. Yang’s arm caught the blow easily, but she winced slightly at the flames that seemed to burst on impact. The heat washed over her face, blurring her vision slightly and leaving her unprepared for the quick jab to her stomach. She leaned to the side, taking a stronger blow to her shoulder. The room spun as Yang rotated to bring her leg around for a kick, pushing Smit back.

_He’s doing pretty well so far, but Yang’s being unusually defensive right now. I have a feeling I know what’s coming._

The two continued trading blows for the next minute, Smit gaining a slight advantage as he continued the onslaught but rarely landing a clean hit as Yang continued to dodge and block with only the occasional return strike. Smit increased his pace, no doubt to keep his opponent on the back foot. Even with her throwing very few attacks, they had dragged his aura down into the yellow, always just above Yang’s own. Lilly figured they were each missing just a little over half already. _Knowing Yang, this is where she’ll try to turn things around._

“Come on, is that the best you got?” Lilly groaned as Smit taunted his opponent. _Save the bragging until the fight is over, you oaf!_ He leapt back just out of range of a kick aimed for his midsection before charging back in. “What are you waiting for?”

Yang stumbled back a step from another strike to her arm, dropping her guard slightly and leaving her face unprotected. Smit’s smile made it obvious he saw the opening and reared back, even as Lilly tried to shake her head in warning.

“This.” Yang caught Smit’s strike in one hand, stopping him instantly. Having seen plenty of her fights, Lilly knew the girl’s eyes were likely glowing a bright red as she swept around, kicking Smit’s legs out from under him. He seemed to float in the air for a moment as Yang completed the turn with a vicious blow to his chest, launching the boy downwards and away. He bounced twice across the mat before tumbling to a rest face-up at Miss Goodwitch’s feet. A squawk from the screen above showed he had just crossed into the red, mercifully ending the match.

Lilly disconnected with a sigh and shake of her head as Miss Goodwitch stepped over her prone teammate and called the match. “Mister Brendis, your style is extremely aggressive, which can overwhelm an opponent or keep them from being able to mount a suitable counterattack. However, take care not to overextend yourself. You may want to work on your defense more and find a more balanced style to fall back on when needed.”

“Ugh.” Goodwitch nodded at the groaned response, presumably accepting it as agreement before turning to Yang, who had her fist pumped in the air towards her team.

“As for you, Miss Xiao-Long, this is no place to toy with your opponents.” Lilly smiled as Yang stopped cheering with an embarrassed grin. _She caught that too, huh?_ “While your defense was adequate, I would encourage you to focus more on consistent strikes rather than waiting for one big hit. If you had missed, you would have allowed your opponent an advantage for nothing.” As the two returned to their seats, Smit having finally dragged himself off the mat, Goodwitch turned to address the entire class. “Do not rely solely on your Semblances. They are a great weapon, but not your only one. A true Huntsman must master every tool at their disposal.”

Smit slumped down beside Lilly as two more students, neither of which she recognized, were called up next. “Sorry, guys. Guess I got a little carried away.”

“She baited you pretty hard, but you’re not the first she’s done that to.” Lilly patted Smit’s arm as she tried to encourage him. “She did the same thing at Signal until people caught on. I doubt she’ll do that again now that everyone has seen her Semblance in action.”

“Might as well dust off my suit early. Looks like I’m gonna lose the bet. Only needs one more victory on their team to seal it now.” Smit rolled his shoulder and winced slightly. “Man, she packs a punch. Thought I had her until that last hit. Won’t make that mistake again.”

Lilly was glad to see Smit was already learning from his loss. _Maybe he’s smarter than I give him credit for. Still plan to have a review session with the team this evening for all of their spars._ Win or lose, there was always room for improvement.

Blake was called up next to fight, easily dispatching some girl Lilly only vaguely remembered and cementing Yang’s victory in Smit’s bet. The victorious blonde turned and smirked at Smit, making it clear she knew it was over as well. Smit bowed his head slightly with a slight grin, acknowledging the outcome as Yang cheered Blake’s return, who barely smiled before sitting down and returning to her book without a word.

“Good news, guys! No pressure on either of you now,” Smit joked. “You guys mind coming with me for lunch this week? Should be less embarrassing if you’re at the same table.” All three looked to Lilly for an answer, knowing she would be the one to convince.

“Fine, but only if you serve us as well. We deserve it for putting up with you, anyways.” Lilly figured it wasn’t worth the fight. Yang might tease them at first, but Lilly knew it would get old quick. Besides, supporting her teammate was important, even when he fully deserved his punishment. “Also, I call dibs on an end seat away from Yang.”

“What’s the deal with you two?” Smit’s bluntness reared its head yet again as he barreled into a sensitive topic with all the finesse of a charging Goliath. “I mean, I get that you don’t like her and all, but you never tell us why. Is there something we should know about, ‘cause I’m interested in her but need to know if there’s some reason I should run. I mean, you keep saying we should get to know each other more, so I’m interested in _your_ past.”

Lilly’s brow furrowed as her team faced her, demanding an answer. She hated reliving the past – especially _that_ part – but avoiding it was getting harder and harder. _Kind of difficult to expect them to understand without telling them anything._ With a heavy sigh, Lilly answered, “It’s…not really something I want to talk about, okay. Maybe some other time.”

“Did it have something to do with Bianca?” Honey’s quiet question caused Lilly to turn, unprepared to hear that name brought up. “Y-you mentioned someone named Bianca at lunch last week. What happened?”

“You guys really want to know?” All three nodded, intent on finally getting some answers. Lilly could tell she wasn’t going to get them to drop it this time and reluctantly gave in. “Fine. I…didn’t have a lot of friends growing up. Patch isn’t a big place, and the houses are pretty spread out in most areas. I was homeschooled until I was old enough to attend a preparatory school, so when I enrolled at Signal, I only knew one person there. Bruno, who lived two doors down from me, was my closest friend at the time. He became a little girl crazy and started hanging out with Yang’s group a bit. We were still friends and he even brought me along to one of their parties. That’s where I first met Bianca.”

With a sad smile, Lilly pressed on, even as the memories came rushing back. “Bruno and I still got along, but he clearly had _other_ interests.” Lilly nodded towards RWBY, making it clear what Bruno had been focused on. “That was fine and all, because I suddenly had a _new_ best friend. The two of us were inseparable. Her parents were both Huntsmen, so she stayed over at my house a few times when they were on missions. They used to go on and on about how proud they were of Bianca following in their footsteps.”

Lilly paused, remembering some of those nights. The two of them would dance around to random songs, do each other’s hair in crazy ways, and talk about their futures as Huntresses. Lilly couldn’t wait to go to Beacon together. She’d go on and on, imagining partners and team names for them. Those were some of the happiest moments of Lilly’s life.

Unfortunately, their plans never came to be.

“What happened to her?” Honey’s question shook Lilly from her reminiscing as another scene flashed in her mind, drawing her lips into a tight frown.

“Yang happened,” she growled in response, her teeth grinding together. “It was during a sparring class. Bianca and Yang were paired for the last fight of the day. Yang was pretty popular, so I felt like I was the only one pulling for Bianca. She started out really well, landing a few hits early and blocking most of Yang’s strikes. Near the end, they were actually pretty close and both were looking for a finishing blow. Bianca tried to push Yang back with a high kick, but Yang met it with a solid punch and discharged those stupid gauntlets.” Lilly swallowed as she felt her eyes moisten. “The next thing I knew, Bianca was on the ground, blood pooling onto the mat from her leg.”

Honey gasped as Lilly wiped her sleeve across her face. With wide eyes, her partner stammered out, “What? H-how?”

“I don’t know. The doctor told us that the bones in her leg just snapped on impact. There was also some shrapnel that would require surgery to remove. The school ruled it an accident and we had several classes on aura manipulation before we were allowed to spar again…but I know what I saw.” Lilly turned to address Smit directly. “Did you notice anything different when Yang hit you at the end of your fight?”

“Not much. She’d been guarding the whole time, falling back under my attack, but then she suddenly caught my punch effortlessly.” Smit paused for a moment, trying to remember the brief moment in greater detail. “Although, now that you mention it, I think her eyes changed. They looked red for a moment.”

“That’s her Semblance. It allows her to hit back with tremendous force. Her eyes turn red when she uses it. I’ve even seen her hair glow sometimes. From what I can tell, I think she has to take damage to use it. She usually does it after a big hit, so I’m guessing that plays a role. Either way, it’s something she has to activate and has an obvious tell,” Lilly explained based on the numerous spars she observed at Signal. With another sigh, she continued, “Yang’s eyes…they were red when she hit Bianca. Thanks to her, my best friend dropped out of Signal and her family moved away. She went back to being the popular girl, while I had nothing. She stole my best friend from me and never even apologized.”

The tears dried up as Lilly felt an all-too-familiar rage bubble up inside her. She forced it back down and breathed deeply before turning back to Smit.

“And that’s why I don’t like her. In one blow, she changed everything. I waited in vain for her to at least admit her fault. Maybe she’s grown up since then, but I’m not sure that would matter at this point. I’d rather just avoid her.”

The team was stunned into silence at the revelation, even as another fight came to a close. Thankfully, the next spar didn’t involve anyone on their team. Randi seemed the most collected of the group and finally broke the silence, “Did you ever hear from your friend afterwards?”

“Never,” Lilly responded bitterly. “I tried to look up her information to write to her, but I never found anything. Her parents rushed her away, probably to put distance between Bianca and her attacker. They were always so excited about her becoming a Huntress that I doubt they wanted to be found.” Lilly wished she could have gotten in touch afterwards, even if just to encourage her. “I’m sure she recovered, but the recovery period alone would’ve put her too far behind to advance to the next year of training. I did some research afterwards. Odds are that her leg would be weak after recovery. Best case, she would be prone to injury if she tried to be a Huntress, so her dream was pretty much ruined too.”

“Whoa. I’m sorry, Lilly.” Smit seemed genuinely sympathetic as he squeezed her arm gently. “I didn’t mean to bring that up for you. We just want to understand better, right guys?” Honey and Randi nodded in agreement. “You all don’t have to sit with them at lunch. I can go alone.”

“No.” Lilly’s immediate refusal surprised Smit. “I already said I would. Besides, I promised I wouldn’t keep you all from choosing your friends. It wouldn’t be fair for my past to control your future. I’ll do my best not to have another outburst as long as she doesn’t push either.”

Honey looked like she wanted to say something, but was interrupted by Miss Goodwitch calling the next opponents. “Lie Ren of Team Juniper versus Honey Viella of Team Laser.”

Honey hesitated to get up, turning back to Lilly with the anxious look of someone who had something to say but wasn’t sure how to word it. Lilly knew Goodwitch wasn’t in the mood to be kept waiting and smiled at her partner. “I’ll be fine. Go kick some butt for us.”

Honey stood a little taller as the rest of the team cheered her on, hurrying down the aisle and preparing for her spar. Her opponent bowed his head slightly at her arrival, then readied himself. A pair of bladed machine pistols deployed from his sleeves. _Uh oh. He’s a close range fighter. That could spell trouble for Honey._

Honey unclasped her chain whip from her right side, grasping the handle tightly while keeping the segmented weapon looped in her grip. Lilly had seen her in action during Initiation and found Honey’s fighting style fascinating. At mid-range, Honey could deliver quick strikes from a variety of angles, leaving her opponent little time to adapt. The metal segments, connected by small ball joints, ended in a small blade. Inside the handle were three cylinders of dust that could be alternated to infuse the weapon, meaning coming into contact with any segment could hold a nasty surprise. While she excelled at mid-range, however, she was pretty vulnerable otherwise.

During their team practices, Lilly had tested out different approaches against her partner, looking for areas to improve. If an opponent had a long-range option, Honey had only one defense. The handle of her weapon had a small spike on the end which could utilize the dust infusion as well. With a quick stab into the ground, Honey could form a quick ice barrier to shield herself, but the short time it took to deploy often left her vulnerable to a shot or two. They had worked on techniques to improve, such as creating the barrier mid-roll to dodge, but short-range was definitely Honey’s biggest struggle. She was good at dodging, but an aggressive push tended to neutralize her entirely. Her weapon required momentum to be especially effective, which was hard to get when someone was in your face. Worse, she had very little defensive technique – something Lilly was keen to exploit in their spars to highlight the deficiency.

With Ren wielding small, close-range weapons, it seemed obvious that he would excel at the very style Honey struggled against. _Her best bet is to keep him from getting too close. If she can stall him early, she might just pull this off._

As the fight began, Ren charged forward to quickly close the gap. Honey unfurled her whip and spun to get some initial momentum, weaving the twirling weapon in large circles on either side of her before stepping forward. Her spin brought the bladed tip around in a horizontal slash. Ren would have received the full force of the blow to his chest had he not flipped backwards at the last second, firing off a short burst from both guns to keep Honey back when he landed. He surged forward again, this time at a slight angle and changing direction every few steps.

The metal whip was once again crisscrossing in front of Honey as she watched her opponent’s new approach. This time, she lunged forward in an overhead strike just as Ren adjusted his angle of attack. Lilly worried that Honey was overcommitting herself, as the strike was destined to hit the mat if she missed and halt all momentum, creating the very opening her opponent sought.

The whip thwacked against the mat just in front of Ren, who jumped over the weapon and aimed at the exposed fighter, only to lose his footing upon landing. Where Honey had struck, a large splash of ice coated the mat, including right where Ren had landed. _Well, that’s new. She went for control instead of damage. Not a bad move considering his speed._ Ren slid a few feet on his back before kicking himself back up, only to be greeted by an angled strike aimed at his head. With no time to dodge, Ren brought up his arm to protect more vital targets, only to have the chain wrap around the appendage and tug him off his feet. Worse, the chain suddenly glowed a bright red as it began to heat up, taking out a chunk of aura before he even hit the mat.

With a quick roll, Ren managed to regain his footing and shake his arm free as the whip returned to its protective rotations around Honey. Yet again, he resumed the relentless pursuit of his preferred range, but fired off short bursts during his advance. Instead of trying to guard, Honey rotated to the side and brought her weapon around for another horizontal strike, some of the dust rounds pinging off her aura as a result. Ren leaned back and slid on his knees as the chain sailed just above his face. Before Honey had time to bring her weapon around for another pass, Ren was upon her.

Honey caught her whip near the middle on its return, allowing her to wield it in a shorter manner, but was already on the back foot under Ren’s merciless flurry of strikes. A slash from her left caused her to stumble, even as a downward strike from the right hooked her chain before she could retaliate. In a panic, she activated the wrong dust cylinder, freezing his weapon in a ball of ice. Unfortunately, her chain was also caught in the iceball and left her with very few options. Ren grimaced slightly, his hand having been locked into place, but capitalized on her misfortune by yanking the frozen appendage back. Honey was tugged forward into a brutal kick that launched her backwards, tearing her weapon from her hands as she landed on the mat. Now unarmed, and with her opponent unable to release her weapon even if he wanted to, Honey’s chance of winning was almost nonexistent. Ren must have realized that as well, as he waited instead of pressing the advantage.

“I yield,” Honey squeaked out as she slowly stood up.

“Very well. The match is over. Lie Ren wins by submission.” Miss Goodwitch nodded to Ren as she stepped forward once again. With a quick strike to the ground, Ren shattered the ice around his weapon and carefully unwound Honey’s whip before striding forward to return it. Honey bowed her head slightly, imitating Ren’s greeting at the start of the fight. “Miss Viella, you show good potential, but you need to work on your close-range abilities. As you saw, it is not always possible to keep your opponent at a distance. However, I do appreciate a student knowing when they are beaten in a friendly match.”

“Yes, ma’am.”

“As for Mister Lie, make sure to take care of your footing, especially against someone who uses dust manipulation, such as Miss Viella. It was also admirable that you did not press the attack once your opponent was clearly beaten, giving them a chance to surrender.” Goodwitch raised her voice to address the entire class. “Remember, students, the goal of any fight should be victory, not bloodshed. Subduing an opponent is always preferable to killing them, no matter who they are. We are protectors, not executioners.” She shot a glare towards where TEAM CRDL sat, no doubt recalling Cardin’s attempt to continue the fight when Jaune’s aura had hit the red that first day of class. _He may have just not realized his opponent’s aura level, since he did stop at the buzzer, but I guess it’s better to keep an eye on such things either way._

Honey and Ren spoke briefly before splitting to go back to their respective teams. As her partner returned, Lilly noticed Honey seemed pleased despite the loss, but wanted to be sure. “You okay? What did he say to you?”

“Huh?” Honey must have been distracted by her earlier conversation still, as she shook her head slightly to clear whatever mental fog still hung around. “Oh, he…he just told me I fought well and he was impressed with my abilities. He seems like a really nice guy…” Honey trailed off as she watched the quiet boy return to his team, her eyes lingering a little longer than necessary.

“Wouldn’t go there if I were you, Honey,” Smit commented. “Not sure you want to get involved in that.”

“W-what do you m-mean?” Honey asked, her cheeks quickly reddening at being called out on her sudden interest.

Smit chuckled at her embarrassment while Randi explained, “You know Nora, the girl with the giant hammer?”

“You mean the crazy girl from that fight earlier? What about her?”

“I’m pretty sure she’s already after him, not that I can blame her.” _Oh great, half my team is after a guy that’s taken by a maniac._ “Pretty sure you don’t want to get between them. I doubt either of us would survive a jealous Nora.”

Honey paled as she looked over to Team JNPR, only to see Nora staring back at their team, eyes narrowed with the same crazed smile she wore before sending Sky towards his namesake and cracking her knuckles. _There’s no way she heard us from over there! Hope she doesn’t go for some preemptive strike. Either way, I’m not going to get involved._

Everyone’s attention was drawn back to the arena as Weiss was called up to fight Dove. As the spar began, Weiss covered a large area of the floor in ice before quickly heating it, creating a fog to conceal herself. A strange, white symbol – barely visible against the mat – formed beneath Dove’s feet, but he dodged forward just before a jagged icicle grew where he had been standing. Lilly was shocked to see him charge into the fog with his eyes closed and tried to link with him, but couldn’t pinpoint his location through the haze.

A clash of metal indicated that the two had found each other. Lilly caught brief flashes of their fight as their swings displaced the fog around them before one retreated back again. After a few quick clashes, Dove tumbled out of the fog, another symbol – black, this time – formed behind him, perpendicular to the mat this time. As he slowly slid into the waiting symbol, he was suddenly thrown back forcefully, barely missing the edge of the stage as he struck a small wall dividing the seating area from the arena.

“Weiss Schnee is victorious by ring-out.” Miss Goodwitch quickly commented on Weiss’s use of fog, as well as something about a good use of her seals, which Lilly had to assume meant those symbols that appeared in the arena. After a quick check on Dove, she followed up with some notes on his choice to engage his opponent directly rather than contend with her ranged advantage. Overall, she seemed pleased with both fighters as she dismissed them.

Several more fights passed between other students, most of which Lilly didn’t recognize. The only ones that stood out to her were a few people she recognized from Signal. The class dragged on, already having taken just over two hours as another set of combatants finished their match. Watching spars was usually exciting, but sitting through all of them would eventually wear anyone down. The stomachs of several nearby students seemed to be having an ongoing conversation, each rumbling and growling in turn with a few shouting over the others. Lilly was just glad she didn’t have to fight today and especially pitied those that fought early. _Must be awful having to sit in their sweaty clothes, appetite on full tilt from all the calories they just burned._

“For our last fight of the day,” Goodwitch paused as several students cheered, silencing them with a glare before continuing, “Randi Asmer of Team Laser versus Pyrrha Nikos of Team Juniper.” Seeing as how there were only two people left who hadn’t been in the ring yet, no one was surprised when the names were called. That didn’t stop the murmurs from the crowd as Pyrrha, the Invincible Girl herself, stepped into the ring for the first time at Beacon.

“Look at _that_ …”

“It’s really her…”

“…Invincible Girl…”

“…Pumpkin Pete’s…”

“…lucky team.”

Through it all, Pyrrha held her head high, trying to ignore the awe of her fellow students. Lilly was a little disappointed that Randi was completely ignored, other than some snide comment from someone over where Team CRDL sat. _Stinks that she got paired with Pyrrha. She could probably wipe the floor with almost anyone here. Then again, maybe that’s why she’s fighting Pyrrha._ Lilly rubbed a few bruises from their last spar over the weekend, keenly aware of how difficult Randi could be.

Despite their best efforts, none of their team had yet to beat Randi in a spar. Most of the time, they were lucky just to get a solid hit, usually paying for it dearly in the process. They had even tried fighting her together two days ago. They were able to push her quite a bit, even taking her down into the yellow – but only barely. By the end of that one, Lilly was pinned under Randi’s shield, Honey was panting to the side with her aura in the red, and Smit was sprawled out in the nearby stands unconscious.

Each and every student now sat quietly, staring down at the two combatants below. The promise of class ending soon had roused them from their stupor, while the chance to see Pyrrha in action captured their attention. The matchup was more intriguing due to the similarities, making the subtle differences shine through. Both wore armor, though Randi’s was a bit heavier. Each held a small shield – one round and one square. Lilly was well aware that Pyrrha’s weapon could shift into a javelin, whereas Randi held a large spear.

Strangely, the biggest difference was their stances. Pyrrha stood in a more aggressive posture, leaning forward slightly to press the attack early with sword and shield held to the side to better enable an opening charge. Randi, on the other hand, had her feet planted firmly, her spear level with the mat to ward off a potential charge with her shield centered on her abdomen, primed for a block while not obscuring her vision. Both waited patiently as Miss Goodwitch asked if they were ready.

Neither responded.

Lilly had already focused in on Randi and now found herself staring down the most dominating fighter of their generation. Pyrrha’s face appeared calm, but her eyes shone with a competitive edge. There was a hunger in her gaze as she sized up her opponent, making minute adjustments as they waited. For every tiny change, Randi shifted in some miniscule way, drawing a slight smile to her opponent’s face. Even before the fight began, both were already jockeying for an advantage.

 _What kind of insanity is this?_ Lilly had a feeling she was about to find out.

“Begin!”

Pyrrha shot forward at incredible speed, rushing Randi as she brought her sword around. Randi’s spear narrowly missed as Pyrrha spun past it, adding momentum to the impending strike. Lilly gasped, watching as the sword came around, almost as if in slow motion, until a clang of metal followed as Randi raised her shield at the last second. Before Randi could counter with her spear, Pyrrha had kicked off the raised shield and flipped over her. Lilly watched as the sword shifted slightly, then elongated as Pyrrha threw her weapon downwards. Randi rolled back as the javelin pierced the mat, but Pyrrha was on her again in an instant, grabbing her weapon mid-charge and using it as a short spear.

The speed of their strikes and lunges increased, constantly changing direction to catch the other off-guard, but nothing connected properly. Randi’s shield continually thwarted Pyrrha’s attacks. Pyrrha utilized her shield more offensively, preferring to dodge attacks rather than block most of the time. Lilly watched with baited breath as the two danced all around the arena, blows raining down faster than she could process. Each strike sent ripples through the enthralled audience, the students jumping slightly as weapon met shield, belying the tremendous force behind each attack. The stomping of feet as the two continued jockeying for position punctuated the cacophony of grunts and yells from the two girls. Even when a blade found its mark, the change in aura was almost imperceptible, each turning to minimize the strike and adjusting to prevent the next.

As the flurry of blows continued, Pyrrha feinted a sideswipe with her javelin, hoping to draw Randi’s guard to the side to allow for a shield bash, but Randi anticipated the move and charge forward herself. The silver shield struck Pyrrha squarely, throwing her back a few steps as Randi pushed forward to capitalize. Her spear thrust forward just as Pyrrha landed on her feet, catching the redhead in the side as she leaned to minimize the blow. In return, Pyrrha’s weapon caught Randi across the extended hand, forcing her to drop her spear. Ignoring her own disarmament, Randi swept low with a kick to trip her opponent, but Pyrrha danced back just out of range before leaping back into the fray. The brief disengagement allowed Randi to recover her spear, bringing it up between the approaching bronze-edged blade and her own face.

The weapon lock lasted no more than a second, Randi pushing forward to throw her opponent back. Pyrrha allowed the force to flip her beyond Randi’s range, hiding the shift of her weapon with her body during the rotation. Completing the flip, Pyrrha’s rifle barked out a staccato of shots, each aimed at different points of Randi’s body to minimize her chance of blocking.

Lilly, still connected to Randi, watched the shots approach, the rush of adrenaline making time seem to stand still for a moment as she realized there was no way Randi could deflect all of the incoming projectiles. The shield wasn’t large enough to fully cover her. With Randi’s aura having just crested into the yellow – Pyrrha’s hovered a little higher on the trailing edge of green – Lilly knew this wouldn’t end the fight, but each bullet had the potential to be the biggest drop in aura so far. _Randi has no ranged option. If any of these hit, Pyrrha might keep up the volley. Looks like she finally found her opening._

Instead of trying to dodge, Randi crouched down and thumbed some hidden switch on her shield. The top and bottom of the shield expanded rapidly as the reinforced plates on the front split and slid to either end, doubling the shield’s height. Behind her newly-formed tower shield, Randi held out against the pinging of Pyrrha’s hailstorm without taking a scratch.

 _I didn’t know her shield did that! Wonder why she never uses it? Did we never push her enough in our spars to warrant it?_ Lilly’s ego took more damage than either of the combatants below as she realized Randi might have been holding back in their spars but still dominated every time.

Randi peeked around her steel wall as the thud of gunfire was replaced by the familiar pounding of Pyrrha’s feet. Spotting the approach, Randi’s shield returned to its smaller, reinforced form as she rushed forward to meet the charge. The two resumed their frantic melee, putting the other fights to shame. _How are they still going? This fight is lasting forever!_ The blocks, dodges, and parries continued as miniscule slivers of aura disappeared. Pyrrha’s lead continued to grow as she finally dropped into the yellow. Randi hovered somewhere just above the halfway mark. Beads of sweat began to drip from both of them, their clothes already forming dark splotches as the two titans slugged it out.

Pyrrha rolled backwards, reforming her javelin as she rushed in once more. As Randi lashed out to meet her charge, Pyrrha instead stabbed the mat in front of her and pole-vaulted above the faunus as her rifle came around. The range was much closer this time, but Randi just managed to lengthen her shield in time as a quick trio of shots struck her defensive barricade. Before Randi could return to a smaller shield, Pyrrha was on her again, having landed only a few feet away and wasting no time in closing the gap for what felt like the hundredth time.

The reason for Randi’s reluctance to use her enlarged shield became apparent. Pyrrha repeatedly dodged to Randi’s left, obscuring Randi’s view of her thanks to the giant bulwark. The brief loss of sight left little time to adjust for Pyrrha’s assault. Randi’s aura trickled downward a little faster as Pyrrha capitalized on her new advantage. Realizing her odds were slimming under the assault, Randi tried to shift her shield back between attacks.

The smile on Pyrrha’s face let Lilly know this was a mistake. Randi stabbed forward, trying to ward Pyrrha away, but her attack was deflected as Pyrrha unexpectedly threw her shield at Randi. The giant discus diverted Randi’s lunge to the side, even as Pyrrha continued the rotation to swing her sword backhand. Randi managed to lean back in time to avoid the blade as it sailed inches in front of her face. Instead, the strike collided with the side of Randi’s still-shifting shield, catching it near the top. The uneven force, combined with the shifting weight distribution, knocked the top of Randi’s guard wide. Without the weight of her own shield to slow her down, Pyrrha was able to quickly spin into Randi’s guard, hooking her free arm around Randi’s shield arm with her back facing Randi. Arm pinned and an opponent too close to use her spear on, Randi was defenseless against the elbow strike to her face. A second strike staggered her as Pyrrha swept a leg into Randi’s footing, knocking her to the ground as Pyrrha released her arm lock. The moment Randi hit the mat, a blade tickled her throat. Randi gasped for breath as Pyrrha panted above her, waiting for the inevitable.

The buzzer sounded as Goodwitch stepped forward. If the clear submission wasn’t enough to end the fight, then the flashing red on Randi’s aura bar made it clear who the victor was. “Pyrrha Nikos is victorious. Well fought, both of you.”

The simple declaration was followed by a loud whoop of excitement from Nora, shaking the rest of the class from their stunned silence as applause spread across the room. Several cheered, possibly just excited to see the class come to an end. The deep bass of empty stomachs could be heard as the excitement waned. Lilly sat, shocked by the display she had just witnessed. _Is this the level of skill expected from us?_ She grimaced as her mind raced with updated training schedules.

“Miss Asmer, while your defense is quite well developed, make sure you are careful when switching weapon forms during combat. Even such a brief opening can prove disastrous against a skilled opponent, as you saw.” Randi nodded as Pyrrha extended a hand, pulling the faunus to her feet with a quick smile. “As for Miss Nikos, while it proved useful here, make sure not to abandon any equipment unless necessary. Had your attack failed, or there was a second opponent, the loss of your shield could have presented an opening. That said, I am glad to see you are able to adapt to a difficult opponent.” Turning towards the class, Miss Goodwitch announced, “That concludes our class for the day.” The cheering briefly resumed. “I have asked the cafeteria staff to extend service an extra hour so that you may all wash and change first. Tomorrow, we will be going over disarmament techniques.”

The two girls walked to the side of the mat, dismounting as they chatted and headed for the rapidly emptying seating area. Lilly, Honey, and Smit waited as Randi continued her conversation below with Pyrrha. As the last students slipped out, Pyrrha again shook Randi’s hand before turning to join the rest of Team JNPR, who stood a few paces behind her. Randi hastened up the aisle to rejoin her own team.

“About time. Thought your fight would never end.” Smit pretended to check his watch, despite not wearing one.

Still breathing a little heavier, Randi replied, “Sorry. Pyrrha’s really good. Didn’t realize how long that would take. Surprised me at the end there, which isn’t easy to do.”

“I’ll say,” Lilly interjected as she led them into the hall. “You kept pace with her pretty well. I never even knew your shield could do that. It seemed like you had an answer to everything she did.”

“Well, not quite everything.” Randi shrugged. “I’ll have to remember that move next time. As for my shield, it’s more useful against large Grimm who aren’t smart enough to get around it. Also works well against ranged attacks, but is a little difficult in melee, as you saw.” With a contemplative look down the hall, Randi commented, “You know, I don’t think she used her Semblance at all. Was curious how she’d use it.”

Smit laughed from beside his partner. “I’m sure you’ll get another chance. I doubt any of us could do much against either of you.” Glancing back towards the room they had come from, he asked, “What were the two of you talking about back there?”

“Nothing much. She just wanted to thank me for the fight and asked if we could spar together every now and then. I told her I’d need to see what would fit my schedule, since I have a feeling our training is about to increase.” Randi looked to Lilly as she finished, somehow anticipating what would come next.

“Thanks for thinking ahead, Randi. Like you said, I think we need to increase our training significantly. We clearly have a lot of catching up to do.” Smit groaned, no doubt realizing that meant more spars with Randi. “I’ll make a new plan, but we won’t start it fully until next week. We’ll build up to it first.” The relief that washed over Smit’s face confirmed she was making the right call. “Anyways, let’s get back to the room. You three smell awful.”


	9. Out On the Town

The cold water of the shower rained down on Lilly, washing away both her sweat and any last traces of sleepiness. Her legs threatened to give way in protest of the trials they had just endured. Even now, at least fifteen minutes after they had stopped, her lungs frantically sucked down air.

Asking if she could join Randi's morning workout had seemed like a great idea at the time. Lilly was a Huntress in training, just like her faunus teammate, so she figured she wouldn't be too far behind. After all, this was just how Randi started the day, not some intense boot camp or anything.

_I've never been so wrong in my life._

Randi was like a machine, starting well before dawn with an incredibly long run before jumping straight to a series of lunges, squats, push-ups, and a bunch of other exercises Lilly didn't know the names of. She even had a timeslot devoted specifically to dodge rolls. The final run started with a full-on sprint that eventually tapered off into a jog at the end, but not nearly soon enough. Lilly struggled to keep up, despite Randi wearing her armor the entire time.

At the end, Lilly was proud of herself for simply finishing the routine. _Makes sense that it would take this much effort to perform at her level. I imagine Pyrrha is the same._ Lilly was pretty sure they had passed Pyrrha a few times, but only because of the occasional flash of red hair in the corner of her eye. Desperate to try to keep pace, she never checked to be sure, but who else would be out training that early on a Saturday morning? _Only crazy people did that!_

Lilly shoved her face into the cascading droplets before shutting off the water. A towel soon encircled her dripping form as she flipped on the overhead heating lamp, basking in the warm glow. The girl in the mirror tried to force a smile for her, but failed to hold it for long. _Never doing that again. Maybe I can get Randi to give me some advice for a morning workout, but that was too much!_ Lilly was fairly confident that her teammate was holding back for her, since Randi didn't typically return this early, which just embarrassed Lilly further.

A wave of hot air blasted her face as Lilly turned on her hair dryer. Readjusting her aim, her long hair slowly rid itself of the burdensome water and began dancing through the air before falling in a messy heap behind her again. She quickly began to brush it out, wincing anytime she caught a knot before glancing back to her mirrormate.

Unlike Yang's thick mane, Lilly's hair fell straight down without so much as a ripple before tapering off near the middle of her back. She hadn't worn her hair down like that since before Signal, back when it barely passed her shoulders. Her mom always said she should wear her hair down, but that was probably just her reminiscing about when Lilly was still so young. Instead, Lilly got dressed and spent the next few minutes weaving the intricate braid that she felt more comfortable with. Content that it was perfect, she emerged from the bathroom to find the room bustling with activity.

Randi, apparently intent on continuing her relentless exercising, was doing push-ups beside her bed. Meanwhile, Honey was rushing around the room looking for her wallet while Smit was heading for the door, typing away on his scroll. No doubt messaging Yang again.

Smit had held true to his wager, serving RWBY lunch the entire week. As promised, Lilly, Honey, and Randi had come along each day to support him in exchange for him serving them as well. Smit had hammed it up, borrowing a fancy suit from another guy and draping a washcloth over one arm, despite it being far shorter than a professional waiter's typical adornment. He overemphasized in a dramatic Atlesian accent, describing each meal in ridiculous ways to make it sound fancy. Yesterday's turkey and rice in gravy had been introduced as "roast poultry over a bed of soft grain, coated in a thickened broth." Smit even managed to get a hold of a pitcher to pour drinks from, keeping all of them topped off throughout each meal.

On Thursday, several of them had decided to mess with Smit by emptying their glasses as fast as possible. By the time he would refill one, another would be empty. Smit ended up running back and forth, trying in vain to keep up with the beverage demand. Lilly fully regretted the prank during Combat Class that afternoon, as the numerous glasses of water shot through her system and demanded her full attention. Thankfully, it was only a theory class, so she didn't have to worry about wetting herself during a spar. As soon as class let out, Lilly took off, nearly running over Sky and Dove along the way.

Apparently, Yang enjoyed Smit's showmanship and declared that he was all right. Smit had somehow managed to get a chat going with her on their scrolls, exchanging jokes a few times since, usually regarding his desire to fight again. He had made some comment last night about everything going according to plan.

"What's everyone up to today?" Lilly had agreed to give them the weekend off of training, already planning to increase their regimen on Monday. Considering what she had just been through, she was grateful for her decision.

Smit answered quickly, stopping in the doorway. "Gonna hit the gym for a bit. Need to be ready in case Yang agrees to my rematch. Besides," Smit flexed his arm, "gotta keep the guns lookin' good."

Lilly rolled her eyes at his display. "What about you, Honey. Where you off to in such a hurry?"

Honey was busy digging through a drawer and answered over her shoulder, "Ruby and her team are going into the city to see the preparations for the festival. They were gonna go yesterday but Ruby convinced them to wait so I could come along." Lilly had arranged for yet another team spar the night before. As expected, Randi added another trio of victories, leaving the rest of them nursing an array of bruises. Lilly was pretty sure that if they could make it to the singles rounds, Randi and Pyrrha would be squaring off for the tournament prize.

Despite the Vytal Festival still being a few months away, much of the city was busy preparing for the influx of business. After all, some of the competitors were supposed to arrive early according to Miss Goodwitch. Lilly figured the cost of travel would start climbing as they got closer to the event, so it made sense that some would opt to get here while the rates were still low.

"Hey, while you're out, can you pick up some ammo for me?" Lilly requested of her partner. Between the long slog of Initiation, the spar with Ruby, and countless training sessions, Lilly had quickly found her supply dwindling and needed to restock. "I've got the lien but really don't want to run into town just for that."

Honey turned with a shy grin, offering a compromise. "Why not come with us, then? We're gonna get lunch and walk along the pier. They also said Blake wants to stop by some bookstore in the area."

"Thanks, but I've got some stuff to do today." A weak excuse, but she was pretty sure Honey wouldn't push the issue. If there wasn't a certain blonde coming along, Lilly would have jumped at the offer. "You don't have to pick anything up. I can run out tomorrow or something and take care of it."

"No, it's fine. Send me a list of what you need. You can pay me back later." Honey hid her disappointment well, but not well enough to fool Lilly, as she returned to the quest for her wallet. "We'll probably get back sometime this eve– found it!" Honey hoisted her wallet out of the depths of her drawer with a triumphant cry. Prize obtained, she rushed to her bed to get her shoes on. "Anyways, they’re waiting for me outside, so I've gotta get going. See you all later!"

With the quick farewell, Honey jogged out the door after Smit, who had seen an opportunity to finally slip away. Lilly waited a moment to make sure both were actually gone before trying to figure out what she was going to do all day. Contrary to what she had told Honey, she didn't really have anything planned. She was still too tired to go do any kind of training, but the adrenaline pumping through her meant a nap was out of the question right now. _Guess now's as good a time as any to work on my History assignment. Ugh._

The thick textbook thudded against the wooden desk as Lilly pulled out her notes from yesterday's class. _Only seven pages this time. He must have gone easy on us for once._ Even then, each page was crammed with line after line of information, covering both the front and back with countless details of the founding of Vale. As the built-in monitor rose from her desk, Lilly typed in her password and brought up a blank document to start her five-thousand-word essay. The white screen sat empty for several minutes as she blindly stared, waiting for words that never came.

"Big, important plans, eh?" Randi spoke from just over Lilly's shoulder, causing her to jump as she turned to face the faunus.

"Oh, uh, yeah. Need to get this paper done for Oobleck." Thankfully, Randi didn't see a need to press the issue of Lilly's poor excuse any further.

"Looks like you've got a bit of writer's block." Randi nodded towards the still-blank screen, emphasizing her point. "It's not due until Wednesday, so you've got time. Maybe you just need to take your mind off of it for a bit."

"What did you have in mind?" Lilly asked curiously, Randi had never invited her – or anyone else, for that matter – to do anything together. She hastened to add, "If it's more training, I'm out. Still recovering from the gauntlet you put me through this morning."

With a quick chuckle, Randi assured her, "Nothing like that. You did well this morning, but it's important to pace yourself. I was thinking of dropping by Juniper's room. Wanna come?"

Lilly shot out of her chair, perhaps a little too enthusiastic to be away from the homework. _I haven't really spoken to Pyrrha since Forever Fall._ _Her teammates – well, two of them – are really skilled, too. Definitely people to be on the good side of._

Randi, wearing the simple athletic shirt and jeans that was usually hidden under armor, grabbed her scroll and headed for the door. "I was talking with Nora on Tuesday. She practically cornered me and insisted that I needed to hang out with her sometime. Not sure how long I have until she drags me out to spend time with her team."

Recalling Nora's immediate victory in Miss Goodwitch's class, Lilly could understand Randi's concern. Seeing an opportunity to poke fun at her teammate, Lilly asked, "Aw, is my teammate too shy to go meet the big, bad Nora all alone? Don't worry, I'll make sure she plays nice."

Randi came to a sudden stop, spinning quickly to face her leader with her head cocked to the side. After a quick second of silence, Randi barked out a hearty laugh and commented, "Where's this side of you been hiding? It's nice to be surprised once in a while." As her laughter died down, Randi wiped away the precursor of a tear. "Actually, I could tell you didn't really want to be working on that assignment right now. Also felt bad leaving you alone with nothing but homework while we all went to do stuff."

"That's really nice of you, Randi. Thanks."

Randi raised a fist and knocked on the door of Team JNPR's room, only for the wooden barrier to swing open at the contact. As the room was revealed, Lilly saw Ren sitting on a bed, eyes closed in meditation. His calm demeanor contrasted with the excitable girl bouncing only a bed away as Nora turned to look at the new arrivals with a huge grin.

"Visitors!" Nora shouted with a mighty bounce, launching her over the quiet boy and landing directly in front of Randi. Ren didn't so much as flinch when the girl passed only a few inches overhead, a single eye opening to observe them.

With a faint hint of a smile, Ren nodded and welcomed them. "Good morning."

"Morning Ren. Hey Nora. Mind if we come in?" Randi led the way inside after escaping a bear hug from their bubbly welcome wagon. In the corner of the room, Jaune looked up from a familiarly thick textbook and yawned. His eyes were weary from study, no doubt aided by the partner that hovered closely behind him. Pyrrha waved to them with a friendly smile before leaning over Jaune's shoulder and pointing to something on the next page. Jaune's eyes glazed over once more as he turned to mindlessly acknowledge the emphasized info, not seeming to care about the rather close proximity of his redheaded tutor.

"Ren, it's our first guests! Fire up the griddle! We need celebratory pancakes, stat!"

"Sorry to drop in on you." Lilly stepped up beside her teammate. "We're not interrupting anything, are we?"

"Absolutely not, Lilly. It's nice to have you drop by for a visit." Pyrrha turned to face them, a hint of pink across her cheeks as she broke contact with Jaune. _Well, that's new. Not sure what brought on that relationship. Then again, I'm not sure he even realizes it yet._ "Where's the rest of Team Laser?"

Randi quickly filled them in. "Smit's busy training again. I think he hopes Yang will be impressed if he can win a few spars."

"Yeah, it's crazy what some are willing to do to get another's attention." Lilly made sure not to look directly at Pyrrha, but caught her intensified blush from the corner of her eye. _So, I was right. She really does have a thing for that imbecile. What's up with that?_

"Yeah. Crazy." Nora replied, staring at her own partner. "You'd think it would be easier to get someone to notice them." The last few words sounded a little strained, but the obvious target of her statement simply nodded in agreement. _What is up with this team? Is there some unwritten rule about having to date your male teammate or something?_ She shuddered at the thought of that applying to her. Smit was a nice guy and all, but she wasn't sure if she could stand someone pursuing her like Randi's partner did with Yang. Hopefully, she would never have to find out.

"What about Honey?"

"She went into town with Ruby and her team," Randi continued. "They wanted to go see all the preparations for the Vytal Festival. You guys looking forward to the tournament?"

"I'm sure–"

"WE WILL CRUSH EVERYONE!" Nora shouted over Pyrrha's likely diplomatic response. “I mean, we've got a world-renowned fighter, what's basically a ninja, I can bench five of me, Jaune..." The eccentric girl trailed off, before changing direction to cover her lapse. "We've trained all year, our weapons are awesome, Glynda barely yells at us anymore, and, uh...Jaune!"

"You gonna take that?" Ren inquired of his leader.

"She's not wrong..." Jaune mumbled with his face planted firmly in the fold of his book. _Not sure if osmosis is the best way to learn._ Nora began rambling about the lifelong consequences of losing, spiraling out of control until she groaned in agony and face-planted on Ren's mattress. Her partner tried to console her, but his flat tone made his encouragement sound sarcastic.

"I'm sure we'll be ready. Jaune is training hard and improving wonderfully!" The aforementioned blonde groaned softly into the pages of his book. Pyrrha didn't seem to realize she had just admitted he needed improvement as she continued, "In the end, we'll do our best and let the chips fall where they may. Regardless, it's good to see our teams bonding. We're all on the same side, after all."

Ren had gotten Nora sitting back up and chimed in, "I agree. It's important that we all try to get along."

Even if Ren hadn't looked directly at her, Lilly felt it was obvious what they were trying to say. She could feel herself tensing in frustration but managed to calm down quickly before it became obvious. After having to spend the last four lunches at Yang's table, she had gotten a little better about controlling herself in regards to her rival. They still didn't get along – _and we never will after what she did_ – but the two could ignore each other fairly well now.

Randi gently nudged Lilly with an understanding smile, almost as if to congratulate her on not lashing out. Hoping to change subjects, Randi looked over at the room's beleaguered young leader. "How goes the studying, Jaune?"

Finally lifting his face from the textbook, Jaune sat hunched over with a tired expression. "There's just so much information. How are we supposed to remember all of this?"

"It's not that bad," Lilly answered. "I mean, most of this was covered in the last two years of prep school, Oobleck just goes into much more detail. Didn't they cover this at your school?" As far as Lilly knew, only Randi, Ren, and Nora had gotten into Beacon without going to some sort of preparatory school.

From what she had heard, it was pretty rare for that to happen – the year above them didn't have even a single one. _You would have to outperform people that had trained for years, both physically and academically. With his poor performance in both, it's a wonder he got in at all. No way he made it on his skills alone._

Jaune suddenly looked really nervous as his eyes darted between his teammates. Before Lilly could press further, Pyrrha spoke up. "Jaune may have gotten distracted by his duties at home. I guess his family took priority. With seven sisters, he had to help out a lot."

Jaune hesitantly nodded along but seemed unsure about himself. _Why is Pyrrha answering for him? Couldn't he have told us?_ As her mind debated the questionable details of the answer, she finally realized what Pyrrha had ended with.

"Wait, what? _Seven_ sisters?!?" The number boggled Lilly's mind. _I've only got the one sister, and we don't always get along!_ The thought of living with seven Violets terrified her.

Jaune shrugged, more comfortable with the new topic. "Mom really wanted a large family, and Dad...well, let's just say he didn't complain." Lilly shuddered along with Jaune's grimace. Meanwhile, Pyrrha's face was beginning to match her hair as Nora cackled at their embarrassment.

"Well, you've definitely been improving in combat lately. Keep up the good work." Randi was kind enough to derail the current train of thought and get them back on track.

Jaune brightened up and nodded to his teammate. "That's more Pyrrha's doing than mine. She's a good teacher."

Somehow, Pyrrha's face seemed to grow redder at his praise before she quickly added, "And you're a good student. Speaking of which, now's probably a good time to get in some more practice." Pyrrha hooked Jaune's arm and pulled him towards the door, grabbing both of their weaponry along the way. To his credit, Jaune didn't protest beyond a quick sigh, nodding a quick farewell before being dragged into the hall.

After the door closed, Lilly looked to Ren, hoping to confirm her suspicions. "How has he not figured it out yet? I mean, how obvious does a girl have to be?"

"Jaune is not the most adept at such things. I believe his hopeless pursuit of Weiss has blinded him to what may be right in front of him."

Randi chuckled and asked exactly what Lilly was wondering. "You guys think they're practicing or _practicing_." The air quotes she added to the second option made it clear what she meant.

Ren actually paused to consider the possibility for a moment. "They _have_ been running off to train more often lately..." He stroked his chin in contemplation before discarding the possibility. "I doubt he would still be reluctant to go to these...sessions...if they were getting up to such things."

"What about you, Nora? What do you think of those two?"

Nora looked around, checking to make sure the coast was clear despite no one else being in the room, before leaning forward and loudly whispering, "Can you guys keep a secret?" Before Lilly could respond, Nora suddenly yelled, "Pyrrha's in love with Jaune!"

"Calm down, Nora." Seated directly beside the girl, it was a wonder Ren wasn't deaf from the sudden explosion of sound. "She is definitely interested in him, but I'm not sure love is the correct description."

"Love takes time to develop," Randi added, earning an agreeing grin from Ren. "I just hope he comes to his senses soon. Must be hard for her to keep waiting, but she clearly isn't ready to just outright tell him."

"Oh, what do you guys know?" Nora questioned. "Those two are going to be together for the rest of their lives."

Randi winked at Lilly before turning back to Nora. "Guess I will defer to you, then. Clearly you're the expert." Nora smugly hummed in agreement as to her vast knowledge on such matters. "Maybe if things work out, they can be as close as you and Ren."

A quick snort slipped out of Lilly as she tried to keep from laughing at the sudden change in Nora's demeanor. "What? No. W-we're not together-together. What would make you think that? That's ridiculous..." The onslaught of denials continued as Ren gave Randi an exasperated look, knowing that this would continue for quite a while. _Serves you right, Ren. At least Jaune's oblivious. You're just refusing to address Nora's feelings._

Nora continued rambling on about the specifics of their relationship as Randi and Lilly slipped out. Once they were clear of the room, both burst into laughter.

"That was cruel, Randi." Lilly's continued chuckling made her accusation ring hollow, not that there was any heat behind it.

Unashamed to have thrown the poor boy under the bus, Randi replied, "Oh, like you didn't enjoy it. I give it maybe a year before they finally admit it. Pretty sure if he doesn't say something by then, Nora will just drag him to a Justice of the Peace herself."

Lilly couldn't really disagree with Randi's assessment, except that she would peg it at a few months rather than a year. "Thanks for inviting me along. You know, you're a lot funnier than you let on. We should do this more often."

"What, visit random rooms or make fun of everyone's hopeless dating lives?"

"Both." The two shared another short laugh before Lilly checked her scroll. "Smit says he's on his way back to the room. By the time he gets cleaned up, we can probably head to the cafeteria."

Randi grinned mischievously. "Want to make fun of his love life over lunch?"

"I thought you'd never ask."

/- - - - - - - - - -/

Honey had never seen so many balloons in her life. Every building seemed to have at least a few floating above them. Colorful banners crisscrossed above several areas, with a large banner welcoming everyone to Vale flapping lazily in the salty breeze. The design was oddly simple – the plain coloration standing out against the bright colors of the decorations beyond.

Deciding on where to eat lunch had been an…interesting affair. Yang kept trying to head into a nearby burger joint. Weiss refused, worried that the grease would stain her outfit. As they argued, Blake spied a seafood restaurant and offered it as a compromise. Honey was pretty sure that was Blake's plan all along, judging by the droplets of drool that the reserved girl kept trying to conceal.

Eventually, Ruby had found a Mistralian carry-out that had satisfied everyone. The five had claimed a table outside, basking in the warm sunlight as the crisp ocean air kept them cooled. Yang, still holding a grudge from the earlier argument, was pretending that she would fling a greasy noodle at Weiss, who threatened to freeze the antagonist's food solid in retaliation. Neither of them seemed to notice Blake stealthily swiping shrimp from Yang's open container. _Their team is really weird, but at least they have fun together. Wish my team would get along half as well._

While the standoff continued, Honey quietly dug into her lunch of chicken in a tangy orange sauce. She savored the sweet scent as the warm food quickly filled her, leaving only a small puddle of sauce and a few orange peels as she sat back. Being the only other one not involved in the brewing conflict, Ruby finished soon after and scooted closer.

"Thanks for coming along, Honey. Was your team okay with you spending the day with us?" Unspoken was the true question of whether Lilly was okay with her spending time with Yang.

"Lilly gave us the day off, saying we were going to be training harder next week and deserved a rest." Honey sipped her bottle of soda, enjoying the sugary drink. "Honestly, she's been a little better lately."

"That's good. Maybe they can get along eventually." Honey had given up on that after watching the awkward avoidance of the week’s lunches, but it seemed Ruby's optimism was more resilient.

"Enough about that. This is supposed to be a day off from all that drama." Honey enjoyed hanging out with Ruby, but her main reason for coming along was to get a breather from her leader's angst. "Any cute guys catch your eye yet?"

Ruby sputtered slightly at the sudden question. "N-no. C'mon, Honey. I'm two years younger than anyone at Beacon."

"That's really not a huge gap, Ruby." Maybe it seemed that way now, but in a few years' time it would be an insignificant age difference. "I guess you could always go after one of the new guys next year." Ruby's sudden blushing let Honey know she had just exposed Ruby's super-secret plans. Contrary to what the young girl claimed, the thought of dating was clearly on her mind recently. "Then again, you and Jaune get along pretty well..."

"Hon-eeeee," Ruby whined as she shoved her friend playfully. "We're not like that. Jaune's just a friend. Even if I was interested – which I'm not – he's after Weiss."

"And Pyrrha's after him." Honey chuckled as Ruby paled. _Guess she's not interested in getting in Pyrrha's way._ "So what? That just means nobody’s getting what they think they want. It might not work out for any of them. Why should you give up just because someone else is trying? You deserve to be happy just as much as anyone else."

"You're one to talk. I saw how you were checking out Ren the other day." It was Honey's turn to be embarrassed. "You giving up just because of Nora? Seems a little hypocritical of you." Ruby gloated at her own logical victory.

"To be fair, she's made her intentions clear. Plus, I'd rather not become acquainted with the ceiling like that guy she fought on Monday." The two shared a laugh at the memory of Nora's triumph before Ruby paused and scooted closer.

"So..." Ruby trailed off, glancing to her team to make sure they were still preoccupied. Yang had finally noticed the lack of shrimp in her lo mein and started complaining of getting ripped off. Blake pretended not to notice while Weiss tried to distract Yang so she wouldn't storm back inside to complain. "Has she figured it out yet?"

Honey's smile vanished. "No. I thought she might have known when we first teamed up, but it's pretty clear she doesn't, despite your meddling." Honey's accusatory look had Ruby ducking her head slightly, embarrassed to have been caught.

"I was just trying to help. You should tell her." Ruby straightened up slowly, confident that she was in the right.

"No." Honey's resolute denial surprised her friend. "She's still too focused on her vendetta against your sister. I'm assuming Yang doesn't know either."

"I don't think so." Ruby hung her head slightly in disappointment. Honey expected as much. _Not like anyone ever notices me._ It seemed to be a common theme in her life. "Have you told anyone?"

"I don't see why they would care. Smit barely notices anything other than Yang lately. I think Randi might know, though. Either way, it wouldn't really affect them."

"If it bothers you so much, why don't you just tell Lilly? She might be a little embarrassed not to have known, but I think it would help." Honey had considered the same numerous times _. It's not like it will change anything. Might even give her something to think about and bring us closer. Partners really shouldn't be keeping secrets, especially not such pointless ones._

With a sigh, Honey shook her head again. "I want to, but how do I tell her? I wanted her to realize on her own at first, but now I've waited too long. If I said anything at this point, it would just be awkward. If she figures it out, great. If not, I'll be fine."

Neither of them believed her lie.

The rest of the team finally finished up, with Ruby taking their trays back inside for everyone. After lunch, the group decided to swing by the closest dust shop, as Honey needed to pick up some ammo. Fearing what Yang's reaction might be, she chose to omit the detail of who it was for, instead telling them she needed some dust for her whip. She had restocked a few days ago but figured she would grab some extra to prepare for Lilly's revamped training schedule. _Technically, I didn't lie. Besides, I don't want to ruin today with more Lily drama._

"The Vytal Festival! Oh, this is absolutely wonderful!" Weiss exclaimed from ahead, having charged to the front and leading them towards the waterfront.

"She seems happy," Honey said as the group stopped to admire their surroundings.

Ruby, stood beside her, had a surprised look as she replied, her eyes on Weiss still. "Yeah. I don't think I've ever seen her smile this much. It's kinda weirding me out."

Weiss suddenly whipped around, having clearly overheard their observation. Instead of the scolding glare that Honey expected, however, Weiss's face shone with pure excitement. "How could you _not_ smile? A festival dedicated to the cultures of the world! There will be dances, parades, a tournament!"

Put like that, Honey could understand the thrill Weiss must have felt, especially being on one of the strongest teams of their class. Some of the students had already begun betting on the tournament, both on which teams would qualify and how far each would make it, or at least that's what Smit had told her that morning. The smart money for their class was on JNPR, but RWBY was pretty high as well.

Honey wasn't surprised when Smit had told her they were listed as a long shot. He had put a decent amount of lien on them qualifying anyways, saying the payout would be pretty nice when they made it in. That he said "when" and not "if" showed that he had far more confidence than her.

Less surprising was Weiss's continued reasoning. "Oh, the amount of planning and organization that goes into this event is simply breathtaking!"

Yang grumbled something about Weiss making it boring, earning a sharp reprimand from the heiress. It seemed the back-and-forth between the two was about to start up again when they rounded a corner and came to a sudden halt.

In front of them lay the very store they were looking for, but Honey doubted they would be getting anything here. If the empty display cases and dust tubes weren't bad enough, the bright yellow police tape meant the store was probably closed right now.

"What happened here?" Ruby wondered aloud. One of the doors was wide open. The other had been knocked into the store and lay across a toppled shelving unit. The windows were blasted outwards, small bits of glass still visible within the cracks of the sidewalk.

"Another dust robbery." Honey jumped at the sudden male voice behind her. They all turned to find a blonde boy smiling at them as he took a bite from a large apple. His white shirt hung open, revealing a set of tan, chiseled abs that even Honey could admit to staring at for a moment. A long monkey tail curled behind him. "Place was cleaned out Thursday night, I think."

"And just who are you?" Weiss's question was less than friendly. Honey just hoped it was a result of them being spooked by the boy.

"Oh, my bad. I'm Sun." The faunus boy winked at Blake as he subtly flexed his impressive arms. "You ladies from Beacon?"

"What makes you think that?"

"Well, you're about the age of students there, your clothes are brighter than most, and you're kinda walking around town armed to the teeth." He nodded to the rapier Weiss wore as proof. "It would be a little weird otherwise."

"Hmph!" Weiss couldn't refute his logic. "How do you know so much about the robbery here?"

"Well, I–"

"Hey, you! Stay right there!" Two men came jogging over as they pointed towards the faunus boy. One had a hand on the holster on his side.

"Oops. Gotta go!" Sun turned to run but was shocked when he couldn't move. Ice had sprung from the ground beneath him, trapping his feet before he could take a single step. Behind Honey, Weiss knelt with her weapon stabbed into a gap in the pavement. She looked up at the boy with a satisfied grin.

"Thanks, young lady." The two men slowed to a walk as they neared, one flashing a badge to identify them as police. He nodded in gratitude to Weiss before turning to the frozen monkey boy. "Where you off to in such a hurry?"

"Hey guys, can't we talk this out?"

"Thought you gave us the slip yesterday, didn't you?" The second officer handcuffed the boy's hands behind him as the first pulled out a notepad and flipped a few pages. "First, you stowaway on a vessel to our city. Now, I find you in front of a recently robbed dust shop. You admiring your friends' handiwork?"

"What? No!" Sun was shocked by the accusation but didn't struggle. "I had nothing to do with the robbery! Why would you even think that?"

"Bunch of White Fang loot the place, then we find a foreign faunus hanging around the scene of the crime? We've already got you on charges for illegally boarding a vessel, resisting arrest, and assaulting a police officer."

"It was just a banana!" Sun protested.

"Officers," Blake stepped forward, bristling slightly but doing her best to remain calm, "he was just passing by and heard us asking about the robbery. Besides, you said he arrived yesterday, but the robbery happened before that."

The officer stared her down for a moment before sighing, "Fine, maybe he wasn't involved in the robbery, but we still need to bring you in for the altercation yesterday. Miss," he directed his attention to Weiss, "um, do you mind?"

"Oh, of course." Weiss focused for a moment as the ice receded, freeing the boy's legs as he tried to shake some warmth into them. She stood back up with a frown and asked, "Did you say the White Fang were involved?"

"Yeah. Bunch of them came in led by that Torchwick guy. Store clerk surrendered and was left tied up in the back room unharmed. They snatched all the dust and fled right before we got there. Anyways, thanks again for your assistance."

With that, they led the boy away as he continued to protest. Honey watched them go before a snarl from Weiss drew everyone's attention.

"Figures it would be those animals. What an awful bunch of degenerates." Weiss clenched her weapon tightly, her knuckles turning white from the pressure.

"What's your problem?" Blake took a defiant tone with the heiress.

"My problem? I simply don't care for the criminally insane."

Arms crossed, Blake met the girl's glare. "The White Fang is hardly a bunch of psychopaths. They're a collection of misguided faunus." _That's an overly kind way of putting it. From what I've heard, they're a bunch of violent terrorists._

"Misguided?!?" Weiss seemed equally doubtful of Blake description. "They want to wipe humanity off the face of the planet!"

"So then they're very misguided." Blake's amber eyes drifted away from a fuming Weiss as she glanced back to the battered storefront, deep in thought. "Either way, it doesn't explain why they would rob a dust shop in the middle of downtown Vale."

“They are still a bunch of _scum_.” Weiss practically spat the word. “Those faunus only know how to lie, cheat, and steal. That filthy, monkey-tailed rapscallion from earlier is yet another example of their proclivity for criminal activity.”

"Stop calling him that. Faunus or not, he is still a person!"

"He's also still a criminal," Weiss snapped in retort. "You heard those officers. He already broke the law. Give him time, he'll probably join up with those other faunus in the White Fang."

"You ignorant little brat!" Blake stormed off down the street to clear her head, which was probably a good idea considering the small crowd that had gathered. Hopefully, they would both calm down.

"How dare you talk to me like that!" Or Weiss could chase her down and make things worse.

The two continued to argue a little way down the street as Yang tried to clear out the spectators. Ruby and Honey exchanged worried looks as only a few left, most sticking around to see the inevitable fireworks. Yang, not being the most diplomatic sort, stomped her foot and yelled for them to beat it, her gauntlets deploying as her eyes glowed a murderous red. The remaining onlookers quickly fled the area, several shooting angry looks at the blonde but unwilling to say anything.

"Well, that's taken care of." Yang said before looking over at the continuing feud. "Not sure how we’re gonna deal with them, though."

The three quietly approached, noticing that Weiss seemed more composed as she asked, "You want to know why I despise the White Fang? Why I don't particularly trust the faunus?" With a heavy sigh, Weiss explained, "It's because they've been at war with my family for years."

Weiss began to detail countless run-ins her family had had with the White Fang over the years. Thefts. Kidnappings. Murders. The list went on, Weiss looking more and more tired with each detail, as if the weight of them were once again crashing down on her. Blake's defiance cracked under the deluge of suffering, flinching when Weiss concluded with the theft of an entire train car.

"And every day, my father would come home furious, and that made for a very difficult childhood." Weiss growled out the final words, eyes shut as she concluded the retelling of her memories. Ruby stepped forward, unwilling to watch her partner suffer in silence, but was startled as Weiss whipped around to face Blake once more. "You want to know why I despise the White Fang? It's because they're a bunch of liars...thieves...and murderers."

"Well maybe we were just tired of being pushed around!"

Everyone froze at the sudden outburst; realization of what Blake had just revealed stunning them. Weiss stepped back with a look mixed with terror and disappointment as Blake gasped at her own revelation. She hesitantly took a step back, trying to stammer some sort of denial but unable to find a way to take the incriminating words back.

And then, Blake ran.

"Blake! Wait! Come back!"

/- - - - - - - - - -/

Three hours. They had searched tirelessly through the city, hoping to catch their teammate's trail. A couple people thought they may have seen her, but the information was always conflicting. Honey and the remainder of RWBY made their way back towards the bullhead docks, unsure of what to do next.

"Maybe she'll come back tonight," Ruby theorized. Honey doubted it would be that simple but didn't have the heart to say so.

"Blake's a big girl. I'm sure she can take care of herself."

"Weiss, come on," Yang groaned. "She's one of our teammates."

With a scoff, Weiss stopped and asked, "Is she? We all heard what she said."

"It doesn't matter. She's missing, and we need to find her." Yang was tired of hearing Weiss's complaints and checked her scroll. "We'll run back to Beacon and see if anyone's heard from her."

"How are we ever going to find her, anyways? We've been searching all afternoon and haven't found anything."

Honey stopped, snagging Ruby's sleeve. "Actually, I may know someone who can help."


	10. A Helping Hand

Lilly couldn't remember laughing so much in a long time. Throughout lunch, she and Randi had ganged up on the unsuspecting male of their team, ribbing him about his obsession. Randi, it turned out, had a knack for turning people's words around on them and provided most of the fun. To his credit, Smit took it well, never taking it too personal while being willing to make fun of himself along the way. _A shame Honey wasn't here for this._

Returning to the room, Lilly found it much easier to work on her assignment, cranking out almost a thousand more words than needed. At one point, Honey had sent her a message apologizing and saying they would be out longer than expected. Lilly had fired off a quick acknowledgement but wasn't concerned. _Told her she had the whole day off. No need to ask forgiveness for staying out a little late with her friends._

Her partner being so close with their neighbors had been a point of annoyance at first, but the two of them had talked about it a few days ago and come to an agreement. Lilly would be less confrontational with Yang if Honey promised to stop trying to force them together. _Considering I already promised to try to be nicer, I really didn't give up anything on that one._ Besides, if spending an afternoon with another team made her partner happy, who was she to complain?

Content with the ending of her essay, Lilly saved the draft, vowing to come back to it later for editing. With a quick button press, the system logged off, monitor sliding back down into the desk with a quiet click.

"Finished!" Lilly exclaimed as she jumped out of the chair, nearly toppling it sideways in the process.

Randi shot her a thumbs-up, eyes still glued on the novel Blake had leant her. By the looks of it, she was already nearing the end. _Guess Blake's recommendation was a good one. Maybe I should ask to borrow it next._ Smit was busy playing some game on his scroll but set it down as a victorious tune played, signaling his victory.

"Finished with what?" Smit asked as he sat up on the edge of his mattress.

"Just typed up my essay for Oobleck's class. Had trouble getting started this morning, but it went pretty quick once I got going."

Smit shook his head in disapproval and groaned, "You really are such a dweeb. He just assigned it yesterday. It isn't even due for a few more days! Why waste a weekend on that?"

Lilly glanced at the scroll beside him, which was making a repetitive chime, likely associated with him gaining experience, loot, or whatever other reward system it used to hook people for hours on end. "You're right," she replied sarcastically. "I could've been doing something _so_ much more productive like you. Why do today what you can put off until tomorrow? Clearly, you're the model student."

"Glad to see you recognize it." As usual, Smit shrugged off her quips in stride. "In my defense, I spent the whole morning training. Pretty sure I earned a little leisure time, thank you very much. What were you up to all morning?" With an eye roll, he added, "If you say you spent it staring at that assignment, I'll have you committed."

Lilly fought off the embarrassed blush, realizing that had been her plan until Randi intervened. Thankfully, that gave her a better excuse. "Actually, Randi and I hung out with Juniper for a while."

Smit's disbelief stung a little as he looked to Randi, who had set her book down at hearing her name and nodded in confirmation. _Oh, come on! I'm not that antisocial! Am I?_ She grumbled at the fact that her own mind was doubting her as well. _I just avoid Ruby's team because of Yang. Juniper hangs out with them a lot, so that's always a risk. Cardinal is a bunch of thugs._ As the list went on, Lilly paused in realization. _Okay, maybe I am that bad._

"I'm guessing the visit was Randi's idea?" _Darn him for being such a good guesser._ Her lack of answer confirmed Smit's suspicion. "So, Randi, looking for a rematch with Pyrrha already?"

"I have no quarrel with Pyrrha," Randi responded. "She's a skilled fighter and was able to defeat me fairly. I look forward to fighting her again sometime."

"Oh, come on Rand," Smit implored, resorting to his ridiculous nickname for his partner. _Is it really so hard to say one extra syllable?_ "She not only beat you; she had you at the end of her sword! We all saw you talking after the match. Invincible Girl rubbing your face in it?"

"I already told you, she thanked me for the match and asked if we could spar together sometime." Randi smugly answered, proud to have impressed such a renowned fighter, even as she ignored Smit's feigned disbelief. "She enjoyed the challenge and hoped I could push her to get better." The newly familiar, devious smile once again appeared on Randi's face as she continued, "And if I happen to notice potential flaws in her form to exploit in class, all the better."

Randi may not have been bitter about the loss, but she obviously wanted a little revenge.

"That's more like it!" Smit laughed, mumbling something about _one_ of his teammates being normal. "Well, just promise it won't take so long next time. You two must have set a record for the longest spar in school history. It was exciting at first, but got kind of old after the first three hours." Smit's penchant for over exaggeration was alive and well, it seemed. "I mean, I knew you were good, but that was insane! How on Remnant did you even keep up with her?"

Lilly could admit to being curious as well. Randi clearly had trained in a trial-by-fire type of scenario, being on her own in the Mistralian outskirts for so long, but Pyrrha was otherworldly in her talent. She doubtless had been training most of her life with the best tutors available, and the results spoke for themselves. That a random faunus from the middle of nowhere could come along and actually give her a challenge was pretty unlikely, yet Randi had done just that.

"It definitely wasn't easy. Pyrrha's fast and versatile, able to switch styles instantly, keeping you on the back foot. To be honest, I had to rely pretty heavily on my Semblance." Randi shrugged sheepishly at the admission. "Without it, she probably would've wiped the floor with me."

Smit and Lilly both looked at each other in confusion. _You know, I don't even know what her Semblance is. I've told them mine, and Smit's is pretty obvious, but Randi never mentioned hers._

Smit seemed even more embarrassed to not know her Semblance, which, as her partner, was pretty bad. "You've never really told us what kind of Semblance you have. Must be something pretty ridiculous if it can put you on par with Pyrrha." Somehow, he managed to make his lack of knowledge sound like Randi's fault. _Sure, she never told us, but we never asked, either._

"Hm, you're right. I guess I _did_ keep you all in the dark on that one." Randi paused as she realized she had kept her Semblance secret from them. Lilly doubted she had done so maliciously. More likely, Randi had just forgotten to mention it and then it never came up. "It's kind of hard to explain. Let me ask you something. How would you describe me?"

They both hesitated, trying to figure out what stood out about their teammate beside the obvious ears and tail. Lilly rather doubted those had anything to do with her Semblance and tried in vain to come up with a better answer. Finally, Smit decided to venture a guess. "Um...tall?"

Lilly's hand struck her forehead at his answer. _Really? That's your best guess?_ _I kind of doubt her Semblance has anything to do with her height, idiot._

Randi chuckled before trying to specify what she meant. "Sorry, not physically. How would you describe me as a person?"

"After lunch today, pure evil," Smit joked, recalling the teasing he had endured. Before Randi could try to explain again, Smit continued, "But seriously, I'd say you seem to just know things. You can't read minds, can you?" Lilly was pretty sure his worried look was in regards to some of the thoughts that flew through the void he called a brain on a daily basis. _Teenage guy in a room with three beautiful girls? Pretty sure no one wants to know what goes on in there._

"I'd say it's more like you're really aware of everything," Lilly amended, earning a nod of concurrence from the wolf girl.

"That's actually pretty close," Randi agreed. "My Semblance gives me a sort of hyper-awareness of my surroundings. Basically, I can take a look at everything around me for a moment."

"Wait," Smit cut in. "Are you saying you can freeze time?"

Randi laughed at his question. "Not like that. It's more like everything moves really slow when I want it to. While that's happening, I get a three-sixty view and can plan accordingly. It only lasts for a little while usually, but I can hold on for a few seconds if I need to. Of course, those few seconds are slowed down, so it seems a lot longer to me. The problem is, using it that long can wear me out, so it's better in really short bursts."

As Lilly mulled over the possibilities of such a power, Smit pushed for more details. "So, you could see her attacks coming and move to block instantly?"

"I wish. I can't really move while I'm using it since my body is also slowed down. Only my mind is sped up, but I can analyze an attack as it's happening and plan an adjustment. The actual movement comes afterwards and still relies on skill like anyone else. With enough practice, I've gotten pretty good at judging attacks based on initial muscle movements, so I can usually predict an attack as it's being started. The extra knowledge gives me an edge."

"So, basically, you could predict every attack Pyrrha made right before she launched it, allowing you to block better." Again, Lilly seemed to be right on the money as Randi nodded along.

"Yeah. It also lets me see openings in other people's form to plan my attacks better. Pyrrha was harder to read than most, but it still let me land a few blows and avoid a lot of hers. Problem was, she made me deploy my shield fully and attacked where I couldn't see." Lilly recalled the moment Randi's shield had expanded. It didn't take long for the fight to turn in Pyrrha's favor after that. "I still need line-of-sight, even with my Semblance. In the end, it simply gives me a better chance to attack and defend, but can't solve everything. It's great against things like Grimm, who have no need of feints or misdirects, but someone like Pyrrha makes it harder."

Smit's brow furrowed as he likely tried to think of more questions to ask. Meanwhile, Lilly's mind raced with the details Randi had given. _It's not mind-reading, but it might as well be when it comes to combat. No wonder I can never beat her. Any move I make, she sees coming and can adapt as needed. There's pretty much no way to surprise her with a power like that._ Add on a crazy amount of skill, and Randi's dominance suddenly made a lot of sense.

Out in the hall, a growing rhythm of pounding feet approached, stopping just before their room before ending with the slamming open of a door. Through the wall, the muffled sounds of their neighbors could be heard, before falling into a subtler hum of conversation. _Guess Honey's back from her trip into town. Kinda weird for them to be rushing back to the room like that._ Randi cocked her head, something from next door catching her attention as she leaned to listen in.

Curious as to what had suddenly intrigued her teammate, Lilly asked, "What's up with them?"

"I think we're about to find out," Randi replied as she nodded to the door.

Sure enough, the door soon opened, though not nearly as excitedly as their neighbor's had. Honey quickly stepped into the room, followed closely by three members of RWBY. Lilly's frustration at the sudden invasion was cut short when she caught sight of the girls. Nothing about Honey set her off, looking a little timid as usual, although there were clear signs of exertion from running mixed with a hint of worry. It was the other three that told Lilly something was wrong.

Weiss looked resigned to her fate, but her brows were drawn down in anger as she stood with her arms crossed, head upturned slightly as she refused to look at anyone. Ruby, on the other hand, was a nervous wreck. The young girl's eyes darted around, frantically searching every inch of the room for something before latching onto Lilly with a pleading look in her eyes. Obviously, something had happened to upset the two.

But it was Yang that made it clear the matter was serious.

Yang's eyes were red, but not in the expected way. Her wide eyes valiantly fought to hold back tears, but the lines down her face proved that they had failed before. For the first time Lilly could remember, those bloodshot eyes stared straight into her own without a hint of anger or awkwardness. Instead, they seemed to be begging Lilly for something. Her hands were in fists, but only loosely, their usual confidence sapped as they shook slightly.

Lilly used to dream of the day she would get revenge on Yang, leaving the girl sobbing the way Lilly had after the incident with Bianca. Seeing it now in person, even she couldn't help but feel bad for Yang.

"Whoa, what happened? Are you guys okay?" Smit was the first to speak as Randi and Lilly stared on, jumping to his feet in honest concern. Yang looked like she wanted to answer, but all that came out was a choked sob.

Instead, Honey tried to explain. "Blake...left."

"What do you mean she left? Where'd she go?" Lilly finally managed to blurt out.

"W-we're not sure," Ruby stammered nervously, stepping forward when Honey seemed unsure how to continue. "There was a...disagreement...and she, um, told us something by accident." The small leader hesitated in her explanation, wanting to give them details but trying to keep certain parts hidden. The whole time, she kept stealing glances towards Weiss.

"Is this all because she's a faunus?" Randi questioned.

"N-no, it's more than that. She–" Ruby cut off as she realized Randi already knew more than they had a few hours ago. The entire room turned in shocked silence to stare at the seemingly all-knowing faunus in the room, confused as to how she knew the hidden detail. "H-how did you..."

As Ruby trailed off, Randi simply shrugged and replied, "I thought it was pretty obvious. I mean, the bow on her head was always twitching."

"How long have you known?" Smit demanded, distraught over being left out of such juicy gossip.

"Since Initiation."

"And you never thought to tell us?"

Again, Randi shrugged, unbothered by the lack of sharing. "Wasn't my secret to share. She clearly wanted to keep it hidden. Would've been wrong for me to out her like that." Lilly was amazed at both her teammate's knowledge and consideration, having kept another student's secret without ever being asked. _Note to self. If I ever need to talk to someone about personal issues, Randi can be trusted to keep it quiet._ "Anyways, I think there's a more pressing matter to attend to." Randi nodded back to Ruby for emphasis.

"Right." Ruby focused back on the reason for their intrusion. "W-well, she told us some things that were pretty, um, upsetting–"

Weiss stomped her foot and barged forward, cutting off the rambling attempt at an explanation. "Stop tiptoeing around the problem, Ruby!" Weiss then turned to face Lilly and cut to the chase. "Blake told us she was White Fang."

Randi's omniscience was quickly disproven, as even she was surprised by the sudden reveal. Lilly tried to reason out how a member of a terrorist group could be a student at Beacon, but couldn't rationalize it without coming to conclusions that sounded more conspiracy than explanation. _Were they trying to infiltrate the school? Did they just want to see how we train to make themselves stronger?_ The White Fang was supposed to have a decent number of Huntsman-level fighters, but the vast majority were pretty weak on their own. Many didn't even have their aura unlocked, relying on numbers and guerilla attacks for the most part.

Smit, on the other hand, had a far different reaction. "She's one of those...those _monsters_?!?" he seethed. Small flames began to lick his clenched fists, a hatred crossing his face that made Lilly and Yang's interactions look friendly in comparison.

"Exactly." Weiss nodded to Smit. "She tried to defend their actions. When I pressed the matter, she finally admitted that she was one of them, then ran like the coward that she is." Weiss seemed pleased to find someone who agreed with her, ignoring the aggrieved looks her other two teammates were shooting her.

Yang wiped the gathering moisture from her eyes and finally spoke up. "Look, we don't know for certain that she's still with them." Weiss scoffed at Yang's unrelenting defense of her partner but didn't respond. "Maybe she is, maybe she left them. We'll never know if we don't find her." The sullen girl then turned back to Lilly. "Honey told us you might be able to help. Something about your Semblance?"

Suddenly, Lilly understood why they were telling her team so much. With Blake avoiding them, they had no way to speak to their teammate. Lilly's abilities, however, might allow them to figure out exactly where the girl was and track her down.

Then again, if Blake ran, she clearly didn't want to be found right now. Maybe she just needed some time to clear her head or something. It seemed like such a small thing to check on her, but Lilly knew from experience that her Semblance could often be an invasion of privacy. She could remember finding out embarrassing details of people's lives from diary entries, discovering one of her classmate's parents was secretly in rehab, and other accidental revelations from back when she used it more often. It wasn't until she tried spying on one of her teachers using a returned homework assignment that she really scaled back. It took weeks before she could look her math teacher in the eye again after seeing him with his wife that evening. Even now, the brief images made her uncomfortable.

"I don't know..." Lilly started, still trying to decide what to do but unwilling to let the silence drag on as the room awaited her answer.

Before she could react, a set of hands latched onto her shoulders. Lilly tensed in anticipation of the follow-up punch, but no such attack came.

Instead, her hated rival was now right in front of her, tears once again slipping through and following the trails down the girl's face as they locked eyes. "Please," Yang choked out, hardly louder than a whisper as grief threatened to overwhelm her. "I know you don't like me, but we need your help. Blake needs your help." The distraught girl sniffed before continuing, "I'll do anything."

The thought of having Yang indebted to her was tempting, but Lilly quickly squashed the urge. Everyone in the room – except Weiss, who was shaking her head – looked to Lilly with disappointment. _They really think I'm so petty as to refuse just to spite Yang._ She may hate the girl, but she wasn't that heartless.

Lilly gently removed Yang's hands from her and tried to explain. "Look, I want to help. Really, I do," she added, sensing the doubt of the room. "I'm just worried about invading her privacy. Maybe she just needs time to clear her head before she feels comfortable returning and explaining everything to you. It's only been a few hours. Hopefully, she'll be back by curfew and you all can sit down and talk it out."

Yang used the back of her arm to wipe her nose, snorting slightly at the same time. "I can't take that chance. What if she never comes back? We need to talk to her; let her explain it to us." Desperately, Yang continued, "At least let me know she's safe."

With a sigh, Lilly relented. "Okay, I'll help." The hint of a hopeful smile sneaked onto Yang's face at her acceptance before she pulled Lilly into a tight hug.

"Thank you, thank you, thank you!" Yang sobbed into her suddenly damp shoulder.

Lilly managed to pry the crying girl off of her and stepped back. "Understand, I'm doing this for her. You don't owe me anything. Now, did Honey tell you how my Semblance works?"

Yang led Lilly – along with the other five teens – into the next room. "A little. She said you need something that belongs to Blake. Somehow it lets you see her or something."

 _So, Honey only gave them the bare minimum, eh? Looks like she's pretty good at keeping secrets too._ While some students flaunted their Semblances openly, Lilly preferred to keep hers quiet, somewhat embarrassed at its lack of combat capabilities. Despite the seriousness of the situation, a small part of her was thrilled to find that her Semblance would prove useful where others had failed. _Can't punch your way out of this one, it seems._

"Kind of," Lilly responded to Yang's description. It wasn't that far off from the truth, but she felt the need to clarify. "I need something she's handled recently. The more recent, the better. With it, I should be able to see what she sees. Hopefully, we can figure out her location based on her surroundings."

Ruby shot past her to the bookcase, blurring back at inhuman speeds with a well-worn novel in her hands. "Here, try this! She was reading it this morning." She excitedly pushed the thick tome into Lilly's hands, thrilled to have helped.

Lilly shook her head at the attempt as she handed the book back. "Sorry," she explained, realizing she could have been a little clearer, "but she has to have been the _last_ person to touch it. If I try on this, I'll just wind up connecting to you now." Ruby dropped the book with a gasp, horrified to have ruined the attempt. Lilly assured her it was okay before glancing around the room and asking, "What all did she do this morning?" Hopefully, they could identify something she could use from Blake's morning routine.

Yang and Ruby looked at each other, hoping the other had some extra insight before the older girl finally answered. "Not much. She knew we were going out today, so she pretty much just lounged in bed with her book." Ruby's head dipped at the last part, still ashamed to have interfered. To be fair, it would have probably been their best bet, but Lilly wasn't so cruel as to rub that in.

"What about the bathroom. Did she take a shower? Brush her hair? Put on makeup? Anything you can remember might help."

Ruby suddenly perked up once more. "Yeah! She did her hair this morning before we went to breakfast. I think she brushed her teeth afterwards as well. Her stuff should still be on the counter!" With renewed energy, Ruby led the way to the bathroom, excited to be able to undo her previous error.

Just before they reached the door, Weiss interrupted them with an embarrassed cough. "I...may have cleaned up the bathroom before we left." Seeing a confused look on her leader's face, Weiss added, "I had to move everything to wipe down the countertop...including Blake's toiletries."

"WEISS!" Ruby and Yang shouted in accusation, realizing their teammate ruined another attempt.

"It's not like I did it on purpose. How was I supposed to know we would need to leave everything untouched?!? Besides, if you all would clean up after yourselves, I wouldn't have to rearrange the entire bathroom every morning." Weiss tried to defend herself from the barrage, turning the accusation back on the pair. Judging by her tone, this wasn't the first time she had tried to instill order on her team. Unfortunately, that meant the bathroom was probably a wash.

"It's fine. Let me think a moment." Lilly's eyes roved over the room once more, coming to rest on the pillow on Blake's bed.

Moving quickly lest someone erroneously tried to help, Lilly grabbed the pillow and concentrated. She vaguely heard someone start to speak before silence overtook her, her vision being overtaken by that of another.

To Lilly's continued dismay, the scene she beheld was her own back, meaning someone else in the room had disturbed the pillow. _I really can't win today._ Before she disconnected, Lilly's mind noted an unhelpful detail. _Ugh, my hair's a wreck._ She threw the pillow back on its mattress, her own sight returning to her as she faced the group once more.

"I thought she might have left a note or something," Yang sheepishly explained. _I guess that makes sense, in a way._

With a forlorn sigh, Lilly walked across the room to the team's dressers. _This is gonna suck._ "I've got another idea. Which of these belong to Blake?" Yang and Ruby both pointed to the upper drawers of the dresser in front of Lilly but kept their distance. _Good. It's bad enough I have to dig through her stuff. No reason everyone else should take a peek._ Just to be safe, she asked the teams to stand back out of respect for Blake's privacy.

Opening the top drawer, Lilly wasn't surprised to be greeted by stacks of underwear and socks. She wasn't eager to stand around holding the frilly pink-and-brown undergarment that sat on top and prepared to close the drawer before she noticed the corner of something poking out from underneath the unmentionables.

Reaching deeper, Lilly uncovered another book, keeping it hidden within the drawer. If the hiding place wasn't enough of a clue as to Blake's desire to keep it concealed, the cover made it obvious. Lilly blushed at the imagery. _Ninjas of Love: Master of Ninja Wire. It seems Blake is into more mature literature. Remind me to be careful what I borrow from her._

Fighting to hide her reddening cheeks, Lilly made sure not to raise the book high enough for the others to see. _The last thing I need is to be seen with this._ She tested the connection and quickly found herself looking down at a steaming cup of tea, ignoring the fact that Blake must have handled the salacious story recently. Judging from the slight haziness of the image, she figured the book had seen use the night before. _Thank goodness. If it had been another night or two, I might not be able to make anything out at all._

"I've got her!" Lilly called out, trusting Honey to explain that she wouldn't hear any responses. "Looks like she's...drinking tea. Give me a minute to figure out where she is."

The warm glow of the late-afternoon sun meant Blake was seated outside, likely near some diner based on the simple table in front of her. The small, white teacup in her hand had a simple design of red flowers. _Stop staring at your tea and look around already!_ Finally, Blake set the cup down and looked up, giving Lilly a decent view of the girl's surroundings, as well as the person she was sitting with. She hastened to describe the scene, hoping that one of them would recognize the area.

"She's sitting outside some diner in town." She started, content that Blake couldn't have made it to another city in a few short hours. "She's...not alone. Some blonde monkey faunus is sitting across from her. Open white shirt. Blue Jeans." _Abs for days._ "They appear to be talking, but I don't know what they're saying." She had never seen the boy before, but maybe RWBY knew her friends better. She thought it a little odd that the boy's mug said _#1 Headmaster_ , but it didn't seem worth mentioning.

Blake seemed distracted, glancing around for a moment and letting Lilly take in more of the scene. The diner was packed, with two servers rushing between tables, wearing some rather odd pirate attire that went with the decorations inside. The sword mounted on the far wall seemed a little out of place, but who was she to judge? The place was clearly popular, so they must be doing something right.

Across the street, a number of other businesses had people filtering in and out, none as busy as some of the larger stores or even this diner Blake had chosen. A few were pretty small places she had never heard of: a dinky pawn shop, a small jewelry store, and a florist. It was the larger store near the corner that caught her eye, however.

"Diner is pirate themed. Sword hanging in the back. Place is really busy today. Couple of other stores, but I think I've heard of one of them. It's called Tukson's Book Trade."

Lilly felt someone gently shake her arm – her actual arm, not Blake's – which was the signal that she could disconnect. The first thing she saw was Honey standing next to her, grasping her arm. Lilly quickly realized she was still holding the book and tried to slip it back into its hiding place, but not before Honey must have caught a glimpse of the cover. At any other time, Lilly would've found Honey's mix of shock and embarrassment hilarious, but not right now.

Ruby and Yang both appeared relieved at the info she provided. _Somebody must know the area._

"Thank you!" Again, Lilly felt the crushing embrace, although this time Ruby also joined in, her shorter arms struggling to encircle the two girls.

Wiggling free and gasping for air, Lilly asked, "I take it you know the place?"

Yang nodded. "Blake's dragged me to that book store a few times, so I know how to get there." Looking over to her remaining teammates, she cheered, "C'mon girls. Let's go snag that cat and bring her home!"

"Aren't you all forgetting something?" Weiss's sudden question caused them all to stop. Aggravated at the lack of answer, she continued, "That... _thing_ she's with was the one we caught earlier. Those officers said he was a criminal. Now, she's with him. Doesn't that make it obvious where her allegiances lie? I mean, he was arrested only a few hours ago! I doubt they let him go so quickly."

Left unsaid was the possibility he had broken out and was on the run. Blake being with him certainly looked bad. _No way she broke a criminal out of police custody. She wouldn't do that! Then again...if she's White Fang..._

"It doesn't change anything." Yang's resolute response shocked Weiss as the taller girl stepped forward. "Maybe he was let go. Maybe he posted bail. Shoot, maybe the freakin' Headmaster got him released." Yang shouted towards the ceiling, a slight hysterical tone sneaking in. Her voice suddenly flattened as she stared down her sister's partner. "It. Doesn't. Matter." Weiss tried to stammer out an answer, but was quickly cut off. "All that matters is Blake. I'm still going to drag her back to this room, tie her to her chair this time, and make her explain everything. You don't have to like it, but you're not gonna stop me either. Now are you coming, or do I have to drag you along?"

"You wouldn't dare!" Weiss's defiance was short-lived, seeing something in Yang's intense gaze that told her the girl wasn't bluffing. "O-of course I'm coming. Someone has to keep you all safe."

"What if she leaves before you get there?" Randi questioned, slowing the trio's march.

Lilly thought back to her vision and added, "She was nearly finished with her drink. I doubt she's going to stick around, especially near a place you might think to look."

Yang came to a sudden halt, realizing she would be back to square one if that happened. Lilly watched as the girl tried to think through the problem, face strained as she likely considered multiple scenarios but was unable to determine a suitable plan.

It was Ruby who finally had an idea. "What if you came with us?"

Lilly paused to consider the idea. Admittedly, it made sense. _If Blake leaves, they'll need to track her down again. If I can bring something of hers with me, I might be able to get another connection and continue the hunt. Otherwise, it'll be dark by the time they get back and we might not find her at all._ While she didn't relish the idea of spending the evening searching through Vale, she had already agreed to help and knew she might be their best chance of ever finding the girl.

"Fine, but I'll need a few minutes to get ready. You guys run ahead in case you can catch her before she leaves. I'll catch up. Hopefully, you won't even need me, but better safe than sorry." Yang nodded as she dragged Weiss and Ruby out the door. Lilly quickly instructed Honey, "Go with them. You can message me directions to follow and let me know if something comes up."

Honey nodded, asking her to hurry before running out the door and yelling that she was coming. Lilly quickly opened the drawer once more, knowing she would need something to connect to Blake again. Unfortunately, the book was no longer an option. Aside from how horrible it would be to carry such a thing around in public, Lilly couldn't use an item twice in a row. _Stupid Semblance with its stupid rules._

Luckily, a small bookmark stuck out of the pages, which she quickly yanked out and stuffed in her pocket for later. She winced as she realized she probably could have glanced at the page number first for Blake's sake, but discarded the thought, seeing as how petty that was compared to the current situation. As long as no one else touched the flimsy object, Lilly would have a way to connect again if needed.

"Alright, guys," Lilly slammed the drawer shut and addressed the remaining two members of her team, "let's go. Make sure you have your scrolls before we leave. Also need to go grab my weapons before we head out." Since Smit didn't use any and Randi kept hers with her armor in the room, she was the only one holding them up. Before Smit could ask why they needed to be armed, Lilly added, "For all we know, that guy could be White Fang. I didn't want to say anything about it to Yang, but if Blake _is_ a traitor, we could be running straight into a trap. I hope that's not the case, but I'd rather be prepared on the off chance it happens." At the mention of the group, Smit bristled and nodded his agreement.

It only took a few minutes for them to get to the bullheads, but every moment felt like Blake was slipping through their grasp. She hoped the others would be able to get there in time to catch Blake, knowing that the odds of getting to her if she decided to leave town were practically zero.

The bullhead shook slightly, engines roaring to life for the short trip. Lilly double-checked her weapons, ensuring they were fully loaded. Beside her, Randi stared out the window as they took off, weapons and helmet secured to her armor. Smit sat across from them, right leg bouncing anxiously as his hands glowed faintly with heat. No matter what awaited them, they were ready.

Lilly just hoped it wouldn't be needed.

**Notes for the Chapter:**

> For those of you wondering about the randomly specific underwear or #1 Headmaster mug, they are two of several references to Coeur al'Aran's RWBY fanfictions (Professor Arc and Service With a Smile, respectively). He posts on FFN. Highly recommend his works.


	11. The Docks

The sun began to set over the Emerald Forest, painting the sky a mix of reds, oranges, and purples as the last rays of light peaked between the mountains. The wind rippled the canopy like a calm sea, as birds circled above, looking for their resting places. Beyond the forest, the city of Vale began to glow as streetlamps and storefronts lit up in the fading twilight.

Uncaring for the serenity below, a single bullhead sped towards the city.

“Can’t you go any faster?” Lilly begged of the pilot, having received an update from Honey that their target had recently left. The rest of the girls now waited anxiously at the diner for her arrival, hoping that she could once again track their companion.

“For the last time, no.” The pilot’s patience had begun to wear thin, it seemed. Not that his three occupants cared. “Unless there’s an emergency, I’m supposed to follow the safe speed guidelines. I’m already exceeding that for you, but any faster will get me in a lot of trouble.” When Lilly refused to back down, the pilot added, “If you can give me a decent reason to call in an emergency request, I’ll send it. Otherwise, I need you to return to your seat.”

Despite his aggravated tone, the pilot seemed genuine in his willingness to hear her out. The problem was, any request would be logged in detail. Since the bullhead was owned by Beacon, the report would inevitably make its way to the faculty, alerting the school that not only was one of its students possibly a terrorist, but that two first-year teams had decided to pursue her alone. That seemed like a sure-fire way to punishment. Even if they got Blake to come back, a report like that could mean the girl’s expulsion. Lilly doubted their neighbors wanted to bring their teammate back just to get her expelled, and so stormed back to her seat without another word.

“No luck?” Randi asked as Lilly forcibly sat down.

“None,” Lilly answered. “Honey says Blake already left. They’re waiting for us at the diner, but we’re still a few minutes out.” Randi acknowledged her information with a quick nod before turning back to the window. Across from them, Smit glared past the cockpit towards the city. From time to time, he would stretch out his hands, small flames dancing on his fingertips before being snuffed out again as he clenched his fists once more. How his fingerless gloves survived all that heat was beyond Lilly. Hoping to calm him down, she spoke up. “You okay?”

Smit’s head whipped back to her. His eyes were hardened with anger, though Lilly felt confident it wasn’t directed at her. “No, I’m not okay!” Smit shouted, leaning forward to stand before thinking better of it. Despite his rage, Smit quickly lowered his voice lest the pilot hear the next part. “We’ve been living next door to a White Fang member all this time. How did this happen?”

“I…I don’t know,” Lilly admitted. “How could we have known? _Most_ of us didn’t even know she was a faunus.” Lilly glanced at Randi, who merely shrugged at the emphasis.

“That reminds me.” Smit quickly turned to his partner. “You knew she was a faunus. Be straight with me. Did you have any idea she was White Fang as well?”

Randi looked Smit in the eye, hoping to convey her honesty. “I never knew. I wouldn’t hide something like that.” Smit stared at her for a moment before sitting back and crossing his arms, willing to trust his partner but still angry at the situation. “To be honest, I never really knew much about the White Fang until I came here.”

“What? How could you not know about them?” Lilly was stunned that the normally knowledgeable girl could be unaware of such an infamous group.

“I came from a small village, remember? Back there, no one cared if you were faunus or not. You were judged by your contribution to the village, not your heritage,” Randi explained. “It wasn’t until after the village fell that I even realized anyone cared about such things. That’s…kinda why I left.”

Randi seemed a little disappointed as she uttered the last words. Seeing an opportunity to distract Smit from his festering hatred for a minute, Lilly pressed for more. “What happened? Did they chase you out or something?”

“Not exactly,” Randi began, pausing to figure out how to word her story. “It was fine at first. The family I escaped with took me in and we settled down in a larger village for about three years. The dad helped continue my training, being a retired Huntsman.” Randi looked out the window once more, as if she could see the memories themselves rushing by. “I even had a job as an apprentice to the local blacksmith. Things were nice, for a while, but it didn’t last.

“I was the only faunus in town and a few of the villagers didn’t like me, but they were never openly hostile. Just little comments, avoiding me, refusing to place orders if my boss wasn’t around. You know, little things like that. Then, one day, one of the local boys tried to…take advantage of me after school. He left with a broken nose and a few bruises.” Smit chuckled at the inevitable result. _Guy was lucky Randi let him off so easily._ “He told everyone I attacked him out of jealousy. At the time, he was dating the family’s daughter. Some of the townsfolk demanded I be punished. My new _family_ didn’t believe me, so I told them I would leave. I never went back.”

The story worked as intended, turning Smit from rage to pity. “Wow, I’m sorry, Rand. What a bunch of–”

“–jerks.” Lilly quickly cut off whatever more _colorful_ term Smit was likely to use.

“Don’t worry about it.” Unsurprisingly, the faunus girl recovered quickly, brushing off her past. “Anyways, I ran into a few other faunus during my travels. Some of them had been through a lot and were bitter against humans in return. Others just hated the Schnee family, although I didn’t know much about them at the time either.” Randi paused for a moment to glance at Smit, clearly expecting the next part to upset him but plowing on nonetheless. “I even met a White Fang recruiter once. He claimed they were planning a peaceful protest near Haven, but I turned him down.”

“Hmph, peaceful. Yeah right.” Smit scoffed at the very idea. “I doubt they even know the meaning of the word.”

“From what I understand,” Randi countered, “they used to be peaceful. I guess they got frustrated with the lack of progress and started to turn to violence, pulling in more radicals and driving out those that urged restraint. At this point, I’m not sure if they would even be willing to accept peace if it was offered.”

“Well, that’s fine, ‘cause I ain’t offerin’ peace.” So saying, Smit’s fists ignited, the flame reflecting in his eyes. “The White Fang are worse than Grimm. At least monsters don’t know any better. They should be put down like the vermin that they are.”

Lilly knew of Smit’s hatred for the White Fang, but to hear him speak of killing made her gasp. “Don’t you think that’s a little much? I mean, no one’s beyond redemption.” At least, that’s what Lilly had always been taught, even if some seemed further gone than others.

Smit’s bitter laughter sent chills racing down Lilly’s spine. “Ever the optimist.” The two locked eyes as Smit continued, “Sure, they were peaceful once, but those days are past. At some point, a line has to be drawn.” Hidden behind Smit’s anger, Lilly saw the faintest glimmer of sadness as Smit finished, “And they crossed that line long ago.”

The bullhead’s shift in momentum mercifully ended the conversation as they came in for a landing. According to Honey’s directions, the diner was only a few blocks away. With the streets deserted, the trio quickly caught up to the rest of the search party, who were guarding an empty table from a waiter’s attempt to clear the dishes.

“Lilly! Over here!” Honey shouted, waving at their approach.

As she hastened over to the standoff, Lilly could hear the two sisters arguing with their new adversary.

“Miss, I just need to collect the dishes.” The poor waiter stood with an empty tray, glancing past the two-person barricade – or over it, in Ruby’s case – to a pair of cups that now sat empty.

“Nope.”

“Ain’t gonna happen.”

The two cups in question were the same Lilly had seen in her vision. Evidently, they had just missed Blake, since the table had yet to be cleared.

“Um…what are they doing?” Smit asked as they approached.

“Finally.” Yang looked over her shoulder to address Lilly, still refusing to yield the table to the anxious waiter who looked like he just wanted to get his shift over with at this point. “This is the table Blake was at, right?”

“Looks like it.” The cups matched, as did the view of the street, so Lilly figured it was a safe bet.

“Good. We missed Blake, but no one here knows where she went. _Cole_ here,” Yang turned back to the young waiter, practically growling his name and causing the boy to flinch, “wanted to take her cup before you had a chance to work your magic.”

 _So that’s what they’re up to._ Honestly, it wasn’t a bad plan. If no one had touched the teacup since Blake finished, she could use it to make a clear link to the girl and hopefully track her down. At the very least, it would work better than the bookmark. Plus, she could save the bookmark as a backup in case they needed to try again later.

“Excuse me, but that’s our cup. You can’t just keep it!” The poor boy had started to sweat a little. Faced with a murderous glare from Yang, he pled his case to Lilly instead. “Please, just let me do my job.”

“Never!”

“You tell him, Rubes!”

“ENOUGH!” The patio fell silent as Weiss stormed forward, reaching into her pocket for something. “This isn’t going to get us anywhere. Here!” Weiss practically shoved the lien into the boy’s chest. “This should be more than enough to cover the cost of a cup.”

“But, my boss–”

“–will have to understand.” Weiss’s sudden retort shut the boy up. With a heavy sigh, Weiss tried to ease his concerns. “Tell him we damaged the cup and decided to pay for it.”

Cole quickly nodded and grabbed the remaining cup before beating a hasty retreat to the small diner. Ruby cheered, reaching to grab the teacup for Lilly before being slapped away by her partner.

“Don’t touch it, you dolt!” Weiss glared at her leader, who was busy nursing her hand as if the simple slap had somehow broken through her aura. “I swear, I’m surrounded by idiots,” Weiss mumbled, turning to Lilly in victory. “Problem solved.”

Lilly picked up the small cup, but was interrupted by Randi. “Can you walk while using your Semblance?”

“I’ve…never really tried.” Lilly had experimented a bit with her Semblance when she was younger, but walking while using someone else’s vision seemed useless. “I mean, I can’t really see where I’m going when I use it.”

“But you can still move and feel, right?”

“Yeah, but I don’t see how…” Lilly trailed off as the dots finally connected. “Randi, you’re a genius!”

“I don’t get it.” Looked like Smit hadn’t figured it out yet. Judging by the others’ faces, they were still working on the puzzle as well.

“If I connect again, I’ll only see where they are right now. If they move again, we’re in trouble.” She still had the bookmark in her pocket, but that would only give them one more update. “What Randi’s suggesting is that I stay connected until we find her. It won’t be fast, but we can keep moving this way.” As a few nodded in understanding, Lilly turned to her partner. “Honey, can you lead me while I’m connected? Just link arms with me or something.”

Honey dutifully hooked an arm around Lilly’s before asking, “What should I do if we need you?”

“Just…squeeze my hand twice,” Lilly advised after a moment’s thought. “But only do it if you have to. I grabbed Blake’s bookmark as a backup, but that only leaves one more try. We may need it if she gets away again, so don’t waste this one.”

The seven of them decided that LHSR would hang back once they caught up to Blake, giving her teammates a chance to confront her alone but with Lilly’s team as backup. Weiss insisted that they stay within eyesight, worried that they could all be walking into a trap. While Yang was certain Blake wouldn’t do that, she agreed to Weiss’s terms when the heiress pointed out that it might not be Blake’s doing. For all they knew, the White Fang could have spotted her and might be nearby. The way Weiss said it, though, made Lilly doubt that Weiss would presume the girl innocent if such did occur.

“Alright,” Lilly announced as they stepped away from the diner area, “here we go.”

With such a recently used item, the connection came into focus quickly. In front of her was a display of fruit outside a small market. The awning above contained a row of lit bulbs, illuminating the edible wares in a dim light. One of the lights was out, but the rest covered for their fallen comrade as best they could.

A woman in her mid-thirties, by the looks of her, exited the shop, wearing a green apron with the name “Kelly” embroidered in white lettering. The store clerk wore a friendly smile as she greeted the potential customer, although there was a slight apprehension to her approach.

“I see a small market with a fruit stand out front,” Lilly began to report. As the clerk turned to point out something on the display, Lilly spotted the decal on the door behind her. “Place is called Kelly’s Market.” _Not a very creative name, but I guess that means this woman must be the owner, then._

Lilly felt herself tugged forward and began walking, trusting that they knew where to go. Moving around while her vision remained still was an odd sensation, but Lilly adapted quickly. Honey crashed into her left, forcing her to turn right as they continued walking. A quick jerk to the left made her stumble as her foot caught the edge of something hard, but her partner leaned into her slightly to prevent a fall. _I can tell this is gonna be fun,_ she thought sarcastically.

“I don’t see anyone with her. Must have parted ways with the monkey boy from earlier. Looks like she’s taking her time, asking a lot of questions to the owner.” As the owner turned to check on one of the displays behind her, Lilly watched as a yellow tail stealthily slipped to another stand, swiping a few apples and disappearing behind her again. _Wait, a monkey tail? But no one else is around…_ “Aw, crap.”

Lilly was yanked to a halt as the group doubtlessly wanted to know what was up. “It’s not Blake I’m watching. The guy she was with must have touched her cup before they left.” Lilly felt someone grab her hand and squeeze twice, signaling that they wanted her to disconnect. “Not yet. He might lead us to Blake still.”

Unaware of the theft, the owner turned back around with a small cluster of bananas, gratefully accepting some lien as she bagged the purchase and waved farewell. The apples were soon added to the bounty as the boy walked calmly down the street, peeking back as he neared a corner. Seeing that the coast was clear, he quickly darted down an alleyway.

“He just left the market with a bag of fruit. He even paid for a _few_ of them.” It sounded petty to share, but this proved Blake’s companion was at least a thief. Hopefully, that would keep Blake’s team on guard if they caught up. With another tug, Lilly was once again dragged down the street, although slightly faster this time.

Lilly did her best to describe the boy’s weaving path through the city but doubted they would be able to follow his rapid pace. She didn’t catch the names of any shops that flew by, as the boy kept his eyes low. Lilly’s momentum was suddenly halted, a strong smell of citrus filling her nostrils. If she had to guess, the group had reached the market and would be questioning the owner, trying to determine a general direction. _I’m sure the sight of me being dragged around with my eyes closed, carrying a teacup, won’t look odd,_ she joked to herself.

“He went left after swiping those apples,” Lilly blurted out, feeling that the owner deserved to know her inventory had decreased unfairly while also guiding the team. Sure enough, she was soon dragged to the side as their journey continued. “He’s two streets over now, I think.”

Presumably relaxing after putting some distance between himself and the market, the faunus boy began to slow and look around, as if simply out shopping so as not to draw suspicion. As Lilly continued to relay information, their pace quickened once more, cutting a path through Vale in their attempt to catch up.

“Wait.” This time, Lilly got to pull her partner to a sudden halt. “He’s darted down another alley and started climbing a ladder. Looks like some sort of warehouse by the docks.”

As if to prove her correct, the boy reached the roof, revealing a commanding view of a shipping platform. Below, dozens of shipping containers bearing the Schnee logo were stacked on either side, leaving a large gap in front of a smaller warehouse. Beyond and to the right, waves lazily broke against the harbor, spraying the edges of the pavement. Judging by the faint scent of salt in the air, Lilly had to assume they were close. _Now we just have to figure out which platform they’re at._

Across the roof, a lone figure lay watching the silence below. “He found her! They’re at a Schnee platform by the docks. Lots of containers.” _Hopefully, Weiss will have some idea which platforms belong to her family._ The boy approached the missing student slowly, eyes fixated on her…or, rather, part of her. “He’s, um, checking Blake out,” she admitted, a blush worming its way onto her face. “He’s offering some of his food. She seems angry at him for something, but I’m not sure what. Maybe she– whoa!”

The monkey boy was pushed forward suddenly, apples raining down over the edge of the roof as a bullhead passed overhead, way lower than normal. It circled the platform below before landing. A handful of White Fang strolled down the back ramp, armed with a variety of rifles and swords as they began to look around.

“We have a problem. The White Fang just landed.” Two squeezes, but she ignored it. “Hold on. I’ll try to see if I can spot something to tell us which platform they’re at.” Again, her partner signaled for her to disconnect, but she refused, knowing the waterfront was littered with countless platforms, meaning it could take them all night to find the right one if she didn’t narrow it down.

A sudden pinch caused her to wince, losing her connection in the momentary pain.

“What?!?” she screamed at her partner, having lost her best chance at narrowing down their options. “Now how are we supposed to figure out where she is?”

Honey merely pointed ahead, where two more bullheads had now appeared above a warehouse emblazoned with the Schnee snowflake.

“Oh,” was all Lilly could say in response as the where became obvious. “I guess we know which platform. The place could be crawling with White Fang now. We need a plan.”

_BOOM!_

“Or we could just rush in blindly and hope for the best,” Lilly grumbled, running to try to catch up to the others who had sprinted towards the explosion.

/- - - - - - - - - -/

Honey was the last to reach the warehouse roof, where the others had already gathered. She rushed over to the rest of the group, only to see Blake and her friend – _Sun, I think he said_ – being beaten back by someone. She wasn’t the only one shocked to see who the White Fang had brought as an ally.

“What’s Torchwick doing here?” Yang asked, preparing to charge into battle.

“Wait!” Ruby dashed in front of Yang, holding her arms wide in an effort to impede the foolhardy advance. “We can’t just charge in there! That’s basically a Huntsman with terrorist backup. We need a plan.”

Peering around her younger sister with concern, Yang growled, “Fine, but make it quick. I won’t leave her down there alone.”

Ruby hastily surveyed the battlefield below. Blake and Sun were engaged with Torchwick, but he was easily fending both of them off. Meanwhile, two bullheads were positioning themselves above the shipping containers, hovering as they lowered cables to attach containers to. A third bullhead was parked further away, likely waiting for Torchwick. At least thirty terrorists were currently on the ground, many hastily attaching cables but still armed. Most seemed largely unconcerned with the ongoing melee, trusting Torchwick to handle the problem while they focused on their mission.

“Right!” Ruby quickly turned to face the group, beckoning them closer as she leaned forward in a crouch. As soon as they were huddled, Ruby outlined her plan. “Yang and Randi are our strongest fighters, so they’ll go help Blake. Weiss and Honey, you two focus on the bullheads. See if you can ground them using your dust. While that’s happening, Smit and Lilly will take care of the White Fang on the ground.” Honey gulped at the manic smile that appeared on Smit’s face, but decided not to say anything. “I’ll stay up here and provide sniper support. Any questions?”

With a quick cheer from their tiny strategist, the three pairs split off to engage their designated targets. Honey and Weiss followed Lilly, who was desperately trying to catch up with their male teammate. Smit had run off, fists burning, straight at the largest group of White Fang. Only a couple noticed his approach at first, until he let loose a battle cry and slammed into the closest target, launching the unsuspecting faunus into the side of a metal container. By the time the unconscious terrorist hit the ground, Smit was already fighting off two melee opponents.

“Smit, wait for us!” Lilly called. “We’re supposed to work togeth– WATCH OUT!” Lilly dodged back as another group opened fire, cutting them off from Smit. “You two focus on that bullhead. Don’t let them get away!” With that, Lilly charged the second group, firing as she ran and making the terrorists dive for cover.

“Focus on the one on the left!” Honey nodded in response to Weiss’s call, shifting course as four terrorists finished securing a dust container and turned to face them. “I’ll handle this riff-raff. Focus on those engines!” A line of white glyphs appeared ahead, leading directly towards their target. Weiss lunged onto the first, shooting forward at an incredible speed and disarming her first opponent as he scrambled to draw a scimitar.

 _Okay Honey, you’ve got this._ With the loading crew distracted, Honey was now staring at the rising bullhead, cargo attached to the underside. Her whip uncoiled as she ran, glowing white as she infused it with ice dust and prepared to attack.

A panel below the cockpit opened as a mounted Gatling gun dropped down, swiveling to target Honey as the barrels began to rotate. Honey ignored it entirely as she spun, bringing her whip around in a sweeping sideways arc and striking one of the roaring turbines, coating it in a thick layer of ice and causing the craft to list dangerously to one side as the gun barked out a brief hail of bullets. The shots missed their mark horribly, tearing through one of the smaller warehouses and igniting the dust stores within in a cacophonous eruption. With the loss of an engine and little time to correct, the bullhead slammed into the ground, tearing its frozen wing off entirely. The container on the bottom was dented badly, but retained the volatile cargo within.

The remaining bullhead managed to secure another container and fled, leaving its crew to the mercy of the young Huntress pair. Sensing that the four of them, visibly winded from rushing to secure the container, were no match for them, the terrorists wisely fled deeper into the maze of metal.

Weiss and Honey prepared to pursue, but were stopped by the arrival of Ruby. “We have a problem!” Ruby pointed above a pair of warehouses across from them, where a trio of bullheads were approaching, weapons deployed. “Weiss, Ice Flower!”

Honey had no idea what that meant, but watched as Weiss theatrically twirled and pointed her rapier at the approaching bullheads. Instinctively, Honey dodged back as a quartet of white glyphs sprung to life in front of Ruby, who aimed down the middle and opened fire, adjusting slightly with each shot. As the rounds passed through the floating white circles, each glowed brightly as they sped towards their targets.

The first three shots were right on target, striking each spinning gun and freezing them solid. The final shot connected with the cockpit of the lead bullhead, effectively blinding the pilot. It jerked to the right, colliding with a fellow craft and sending both to the ground in a fiery tangle of metal. The third bullhead, weapon disabled and having watched its allies meet an explosive end, sped off across the water in retreat.

“Bullseye!” Ruby jumped in the air, raising her oversized weapon above her head in a cheer of victory. “C’mon guys, let’s go help the others!”

/- - - - - - - - - -/

“Yah!” Lilly’s tonfa connected with the porcelain mask, cracking it in half as the wearer fell to the ground. A trickle of blood seeped out from the unconscious terrorist’s nose, which had no doubt been broken on impact, but wasn’t worth worrying about.

The remaining two White Fang grunts exchanged nervous glances as Lilly readied her weapons again. “You guys sure you want to do this?” Honestly, Lilly was feeling a little winded from the fighting. If they ran, she had no intention of chasing them down, but they didn’t need to know that.

The pair quickly dropped their weapons – a rifle and a baton – before kneeling with their hands on their heads.

Lilly sighed with relief as she lowered her weapons. “Good choice.”

Taking on a dozen or so untrained opponents with no aura sounded simple, but trying not to injure them too badly had been exhausting. One of her first shotgun blasts had struck a leg, shredding the flesh and likely crippling the faunus. Startled to find her opponents didn’t have aura, Lilly was forced not to use her ranged options and instead had to resort to melee. Another would probably need surgery after she struck him full-force in the face, a sickening crack indicating something had given way under the pressure. She tried her best to go easy on them, but several now sported broken bones, cracked ribs, and other injuries that would take a long time to recover from.

 _They’re just terrorists,_ her mind insisted, trying to drown out the pained groans all around her. _Besides, they attacked first._ Miss Goodwitch had stressed the importance of protecting life, even that of their enemies. She couldn’t say that they would all fully recover, but at least they would survive this encounter. _Plus, you made two surrender! That’s gotta be bonus points, right?_

Honey rounded the corner ahead, weapon ready to assist her partner, but slowed to a jog when she saw Lilly had finished up already.

“You okay, Lilly?” Honey asked, more out of custom than concern as there wasn’t a scratch on her.

“I’m good. These two gave themselves up. Can you take care of them?”

With a quick nod, Honey brought her whip down from overhead at the two faunus, who screamed in terror as the glowing metal band descended towards them. Instead of striking them, it landed between the two, a solid foot of ice rising around the impact point. In their haste to get up and run, they had tried to push off the ground with their hands, which were now buried in frigid ice along with their knees. It was probably an uncomfortable position, especially with how cold they would soon feel, but Lilly figured it would hold them until the team could finish up and return for the two.

“Nice work, Honey. How are we doing?”

“One of the bullheads got away with a container,” Honey pouted, upset that some had escaped. She then brightened considerably, bouncing slightly as she added, “But I took the other one down! Weiss went to help Yang and Randi already.” So saying, Honey jogged ahead, calling back, “We should go help them finish this.”

Lilly rushed after Honey, catching up to her as they rounded a corner and came into view of the others. Blake was safe, but Torchwick had managed to make it onto a bullhead, which was just beginning to take off. While Torchwick had kept them busy, his crew managed to load another container onto his bullhead and was ready to leave.

“It’s been fun, kiddos, but I have to get going!” The arrogant thief called out of the bullhead as its engines roared, tipping his hat to them. “Places to be, things to steal…you know how it is. Maybe next time– whoa, Red!” Torchwick ducked his head as the sniper round ricocheted off the ceiling above him. “Talk about a sore loser. Guess that’s my cue to leave!”

“Get him!” Ruby called, her next shot forcing Torchwick to step quickly to the side. Yang and Randi, being the closest, charged forward, hoping to catch him before the bullhead could get away with its heavy load.

Torchwick took one final drag of his cigar before flipping it away and pointing his cane at the approaching teens. Lilly watched as the thief grinned mischievously, adjusting his aim to the side.

“Look out!” Lilly screamed as a bright red projectile tore through the air towards the dust containers closest to Yang. Just before impact, Randi grabbed Yang by the shoulder, throwing her backwards as she crouched and deployed her shield.

As the round disappeared into the stack of metal containers, there was a brief moment in which Lilly thought it might have been a dud. Her hope was cut short as the containers bulged outwards in a giant fireball, each bursting and adding to the growing blast. The different dust types began to ignite, setting off a variety of elemental reactions. Giant spears of ice pierced into the ground around them. Boulders crashed into a warehouse, punching through walls and levelling an entire half. Lightning struck randomly, making Lilly’s arm hair stand on end.

A stray bolt of energy sought out Randi’s large, metal shield, stunning her as the full force of the blast picked the faunus girl up and tossed her a good thirty feet. She bounced twice across the unforgiving pavement before sliding into the side of a nearby forklift. The shockwave hit Lilly soon after, knocking her onto her back. She tried to get up, but the docks seemed to wobble, causing her to stumble to the side and fall to her knees. A high-pitched tone was the only thing she could hear.

Torchwick’s bullhead lurched sideways from the blast, nearly flinging the thief to the ground below. Fate wasn’t that kind, it seemed, as his pilot somehow corrected the craft just before it could collide with a crane. No doubt, the battered criminal called out some last taunt before speeding away, his mouth moving with a smirk as he waved, but no one could hear his farewell.

“–kay?” Somewhere in the distance, Lilly thought she could hear Honey calling out to her. _Weird, I thought she was right behind me._ The ringing in her ears was starting to fade, allowing the faintest bit of reality to return. Again, the far off sound of her partner’s worry reached her “–ear me?” _She’s pretty small. Maybe the blast threw her further. I need to get up and go check on her._ Still a little off-balance, Lilly pushed off the ground and stumbled towards the sound of her partner.

Only to smack face first into Honey, who was kneeling right beside her.

“Oof!” Lilly tripped over the smaller girl, collapsing on top of her in a heap. She tried to push off of her unfortunate partner, only to sway from dizziness and plant a hand directly on Honey’s face, pushing her into the pavement.

“I am _so_ sorry Honey!” Lilly managed to clamber to her feet quickly, reaching down to help Honey up. The world seemed to finally stabilize again.

“It’s fine,” Honey grunted, accepting the helping hand to get back up. Lilly tried to ignore the red handprint across the girl’s cheek, but then found her eyes wandering to the bumpy imprint of the pavement opposite it. _Today is just not my day!_ “You okay? That blast really did a number on you.”

“Ugh. That idiot’s lucky he didn’t blow up half the city with that blast!” Lilly glared out over the water, the bullhead having already vanished from sight. “I mean, what kind of moron just detonates that much dust? And that explosion…Wait, where’s Randi?!?”

Lilly quickly scanned her surroundings and spotted the faunus in question, currently being propped up by Yang and Ruby. Randi must have heard her concern, flashing a weak thumb up in her direction. The pair quickly rushed over to check on their teammate.

“I’m okay,” Randi panted out, anticipating their bombardment of questions, “just a little winded. I’ll be good to go in a few minutes.” Randi was leaning heavily on Yang, spear and shield on the ground beside her. Yang gladly bore the extra weight, fully aware she had been spared a lot of pain by Randi’s quick actions.

Behind Yang, Blake slowly approached, head hanging low in shame. Without her bow, a pair of black cat ears were now visible, although they were flattened against her hair at the moment. No one spoke as she slid closer, aware that she was struggling with what to say and not wanting to push her.

Blake came to a halt just out of reach of her partner, finally looking up into those purple eyes. “I…They…” Blake struggled to find the right words, awkwardly grasping her arm in one hand and looking away again. Randi subtly nodded to Yang, stepping away to let the two face each other. “I’m so sorry.” The dam finally broke, tears beginning to pour out as fast as her words. “I didn’t think it was possible. I thought I could prove everyone wrong, but I never should have run away. That was wrong. I don’t know if you can ever trust me again, but–”

Her rambling speech was cut off as Yang surged forward, wrapping the startled girl in a tight embrace. “You’re right,” Yang said after several seconds of silence. She pulled back slightly, hands still on Blake’s shoulders as she stared at her partner. “You never should have run. We were worried.”

“I know. All this time living with a White Fang. That’s why I kept it secret. I finally felt like I’d found a home. The last thing I wanted was to ruin it with my past. I–”

“No,” Yang interrupted before Blake could spiral further. “We weren’t worried about that. We were worried about you.” The blonde smiled at her partner – no, her friend – and continued. “I don’t care what you’ve done before. We’ve all done things we regret, but you’re a part of this team now. We look after one another, no matter what.”

Blake stepped back as Yang released her grip, wiping her eyes. “Thanks, Yang, but I still need to apologize to–”

“YOU!” Weiss stormed up, her normally pristine outfit sporting a layer of soot. “Do you have any idea what you put us through?” Blake shrunk back as Yang tried to come between the two. “Out of my way, Xiao-Long!”

“Calm down, Weiss-cream.” The nickname did little to soothe the angry Atlesian. “Cut Blake a break. She–”

Yang cut short as Blake placed a hand on her shoulder, gently pushing her away to face Weiss’s anger. “It’s okay Yang.” Yang didn’t look like she wanted to step aside, but relented anyways. Blake turned back to Weiss, who was impatiently tapping her foot. “Weiss, I’m sorry.”

“Sorry? Is that all? We spent all day searching for you, had to drag another team along, fought off Torchwick and his army of terrorists, nearly got blown up for our trouble, and all you can say is _sorry_?” Weiss counted out each transgression as she went, eyes locked on Blake the entire time. “Plus, you insult me to my face, belittle my family, and then run off with some criminal?” She peeked over Blake’s shoulder, glaring at the nervous faunus boy behind her. Sun could only wave back with an awkward grin. “I hardly think sorry is going to cut it.”

“Sun was just trying to help me.” Blake chose to defend the last point, unsure of how to address the others.

“Weiss, seriously, lay off!” Yang’s patience evaporated, pushing her way between the two and forcing Weiss back. “She was wrong, you were right. We get it. But she’s back now. If you think I’m gonna let you chase her off again…”

“Chase her off?” Weiss stepped forward, challenging her much taller teammate as they came face to face. “Absolutely not. I _refuse_ to go through this mess again! That’s why she is going to come back to the dorm and explain herself to us.”

“Y-you…want me to come back?” Blake stammered out, ears perking up a little.

“Of course. I did not go through all of _this_ ,” Weiss held a hand out towards the crater beside them, “just to let you go gallivanting off again. You will return with us and explain yourself in full. I…will do my best to hear you out. Just promise me that you will talk to us _before_ running off next time.”

Blake snorted softly and smiled at Weiss. “Of course.”

“Yeah! Team Ruby is back to-ge-ther!” Ruby cheered, dancing in place. In the distance, sirens drew closer, heralding the arrival of the police. A single bullhead could be seen approaching from the direction of Beacon as well.

“Well, guess that’s my cue to– not again!” Sun tried to dart away, but his feet were trapped in a large mound of ice. “I’m on your side!”

“You’re also a criminal,” Weiss replied, stowing her rapier with a flourish. “Luckily, the police are already on their way.”

“Criminal?” Sun struggled to free his feet as he tried to reason with his captor. “What are you talking about? I came here to help Blake! If anything, I’m a hero.”

“As if. If you’ll recall, we watched you get arrested hours ago on multiple charges.” Lilly gasped at the revelation, stepping back from the fugitive faunus. “I’ve merely apprehended you again.” Weiss grinned smugly at her prisoner.

“They released me!”

“And just why would they do that?”

“Because Beacon vouched for me!” Weiss choked on her retort, realizing she had just attacked a fellow student…again. “I got in from Haven yesterday. Goodwitch called and they let me go. I haven’t done anything wrong!”

“What about those apples you stole?” Lilly wondered aloud.

“W-wait, how did you know about– I mean, I have no idea what you’re talking about.”

“See.” Weiss nodded her thanks to Lilly for the save, “You’ve clearly returned to your thieving ways and must face punishment. The police can decide what to do with you.”

The two continued arguing, but Lilly tuned it out as she enjoyed the brief rest after such an eventful evening. The flashing lights of approaching squad cars grew closer, meaning they could soon be finished with this madness and go back to Beacon. Her adrenaline had already worn off, letting Lilly feel the full weight of her exhaustion.

“Wait, where’s Smit?”

Honey’s question had them all looking around, suddenly realizing that they were a man short. _He rushed off at the start, but I haven’t seen him since. Not even after that explosion._ She hastily pulled out her scroll and sighed in relief when their team aura readings came up.

“He’s fine.” The screen showed his aura bordering on yellow, but they were all pretty beat up. “He took on a larger group at the start. Probably playing a game on his scroll or something stupid. I’ll go find him.”

Lilly jogged off to search for her missing teammate, heading towards where they had been fighting. She called out for him, but received only silence in return. Rounding the first row of metal containers, she caught sight of her two prisoners from earlier.

 _Crap._ The two faunus were still there, but the ice had broken and both had severe burn marks. _Guess they got hit by that explosion. Poor guys couldn’t even defend themselves after we froze them._ She decided not to tell Honey, who would be devastated at the thought of being responsible. _I’ll just tell her they broke free and got away or something._

Continuing down the aisle, she found the unconscious forms of those she had fought. _Need to make sure the police round these guys up._ Ahead, a muffled sound reached her ears. She stepped over one of the downed figures, only to stop at the soft splash beneath her.

Lilly stumbled back into the container behind her, breathing heavily at what she had missed before. A red puddle had formed under the terrorist she had knocked out, pooling slightly as traces of red filtered into various cracks and lines in the pavement. _What happened?!? I know I hit him pretty hard, but he wasn’t bleeding when I left._ The acrid, metallic scent that she had mistaken for the containers was suddenly much harder to ignore. She cautiously stepped forward to try to figure out what had happened, only to gasp at what she saw.

A thin line had been drawn across the terrorist’s throat, likely by the discarded knife a few feet away. The cruel blade glowed red in the warehouse lights above. The stillness of the other uniformed faunus nearby was even more concerning. Each new corpse made Lilly’s heart race faster as she stumbled towards the next corner, trying to escape the scene and find her partner.

As much as she fought it, her eyes lingered on each body, analyzing the various injuries. One had been struck across the face, his lower jaw out to the side at an unnatural angle. Another’s face, mouth open in terror, was facing too far to their side, neck clearly broken. The next one’s head matched a large dent in the container above. Blood was splattered across the metallic box, red fluid slowly running down over the Schnee snowflake. The scent of cooked meat made her retch, fully aware of where it originated from.

 _This doesn’t make sense! The explosion shouldn’t have reached this far. Nothing else is damaged._ A worrying thought wormed its way into her head, but she pushed it down and forced herself to round the next corner, only to come to a sudden halt at the sight before her.

She’d found Smit, but quickly wished she hadn’t.

Her partner stood in the middle of the next aisle, three more White Fang bodies on the ground around him. A fourth faunus struggled in his grip, pinned against a container wall. One of Smit’s hands was over the terrorists’ mouth, which explained the muffled sounds from earlier, as the other grasped her wrist, keeping her from using the short sword she wielded. Her legs kicked uselessly against his aura as he held the shorter girl off the ground.

“Smit, no!” Her teammate didn’t even flinch at her scream, too focused on his next victim. She wanted to rush forward, but the scene had frozen her in place. As she watched in horror, Smit’s hands ignited in a bright flash as the muffled grunts took on a more frantic tone. Her legs kicked wildly, even as her free hand tried to claw at his face. Within seconds, the horrid sounds of her struggles died, along with the unfortunate woman.

Smit released the charred corpse, letting it fall to the ground with the others. The sword clattered noisily against the pavement but remained held, the flesh of its wielder’s hand having fused with the superheated handle. The pink hair was almost completely gone, only a few short patches remaining on the back. Lilly was grateful for the porcelain mask, which no doubt hid a gruesome fate. What skin was visible on her face still bubbled, slowly oozing downward like some light-colored molasses.

Lilly finally lost the battle with her stomach, adding yet another odor to the foul carnage around her.

“W-what…what did you do?!?” Lilly demanded, wiping the filth from her lips.

Smit turned to her, hands smoking from whatever viscera still clung to them. “What’s it look like?” His voice radiated with hatred as he pointed to the remains beside him.

“Y-you killed them!”

“Bingo! Got it in one.” Smit’s typical snarky retort didn’t quite fit the moment. Sensing her doubt, he stepped forward and asked, “Do you really think they would do any different? Given the chance, they would kill each and every one of us.”

“No–”

“Oh, don’t kid yourself. They didn’t bring weapons just to look cool. I watched that gunship try to mow down Honey. Even before that, they would’ve killed Blake had we not intervened.” Smit bent down and picked up a mask, holding it up for her to see as his voice rose. “The White Fang are murderous animals. At some point, they have to be put down. Every!” He kicked the side of one of the bodies. “Last!” Another kick. “ONE!” The final blow was rewarded with a horrendous crack, ribs giving way to his unrelenting barrage.

“We’re Huntsmen! We aren’t murderers; we protect people! This isn’t how we do things.”

“Isn’t it?” Smit turned back to Lilly, slowly coming closer as he spoke. “We fight the Grimm because they’re a threat to humanity. We don’t negotiate with them. We don’t try to appease them. We _kill_ them.” Smit didn’t stop approaching until he was right in front of his leader, forcing her to look up at him. “Well, the monsters are within our walls now, so I did what we’re trained to do.”

Swallowing loudly, Lilly stepped back to put some much-needed distance between them. She nearly fell over one of the corpses littering the area but managed to stay upright. “Huntsmen are meant to protect people.”

“Wrong.” Smit swiped an arm across his body, discarding the idea entirely as he tossed the White Fang mask away. “We don’t sit around guarding the innocent. We strike forth and hunt. Our job isn’t to protect them. Our job is to destroy that which threatens them.”

Lilly’s mind raced, fighting with Smit’s brutal reasoning. _This isn’t who we are. We’re meant to be protectors, not executioners!_ It all made sense to her, but she doubted it would hold up to Smit’s passionate onslaught. _Sure, we hunt the Grimm, but they’re evil! Not that the White Fang hasn’t done some evil things, too. Grimm killing is instinctual. There’s no way to get them to reconsider or stop._

Lilly’s mind unhelpfully starting poking holes in her own logic. _So the White Fang choose to be evil. In a way, that makes them worse._ She tried to ignore the nagging doubts that Smit had planted, searching for a counterargument. _But if they chose to be this way, they can be convinced to change. I mean, look at Blake!_

The thought of the now safe faunus had Lilly worried. “What about Blake?” she asked, fearful of how he would view the former terrorist. “She admitted to being with them before. Is she to be the next victim of your crusade?”

Smit didn’t even hesitate. “Like you said, she isn’t with them anymore. If anything, I think she understands better than the rest of you. She tracked them down within Vale itself and attacked them. That’s something I can get behind.”

Lilly wanted to say more, but her mind was drawing a blank. Behind them, she could hear tires screeching to a halt as the sirens shut off, meaning the police had finally arrived. The bullhead from earlier was circling above, looking for a place to land. Considering the carnage of their battle, it would probably be forced to land near the edge of the docks to avoid all the debris, not to mention the giant crater.

“This isn’t over.” Lilly turned and stormed away, knowing that the police would want to question them. The bullhead had found a spot to land, wedging itself between some of the wreckage not far away. In the distance, she could see Miss Goodwitch storming towards the other students, most unaware of their impending doom. “I just hope I don’t have to find a new teammate in the morning.”

Then again, she wasn’t entirely sure about the one she already had.

“You’ll see.” Smit followed a few paces behind, speaking just loud enough for her to hear. “Come morning, everyone will cheer the death of these beasts.”


	12. Killer Roommate

_Well, guess Smit was wrong._ He had assured Lilly that the news reports heralding their success would come pouring in the next morning, lauding them as heroes for fighting off Torchwick and the White Fang. The terrorists who died in the attack would be a thing of pride, showing that the Kingdom took the threat seriously and were willing to stand strong in the face of hostility. As it turned out, Smit got one detail wrong.

They didn’t wait until morning.

_Beacon Students Thwart White Fang Attack_

_15 White Fang Killed in Raid on Docks_

_Torchwick and Terrorists No Match for Beacon_

Seated on the bullhead returning to Beacon, Lilly flipped through the various headlines on her scroll, each praising their efforts and the defeat of the hated criminals. In the short time it had taken them to give statements to the police, the major news outlets had already cranked out breaking stories of the event. Some lucky reporter had been nearby when the fight started and managed to get photographs of their encounter. Each article came with an assortment of said photos, the most popular being of Yang and Randi teaming up against Torchwick. In the background, Honey had just taken down a bullhead while Lilly and Weiss were both engaging White Fang.

By morning, all of Vale would know of their victory. Lilly should have been worried about the looming call from her mom, but it was hard to focus on anything other than Miss Goodwitch, who was less than impressed with the nine students before her.

“Never in all my years have a group of students been so…so reckless!” Her crop slapped against the metal wall, making them all jump. Lilly quickly put her scroll away. “What were you all thinking?”

They all kept their heads down, staring at the floor for fear of making eye contact. With nine targets to choose from, it seemed safer to let someone else draw her ire rather than risk it themselves. Miss Goodwitch, likely familiar with the evasive tactic after years at Beacon, let the awkward silence drag on before shaking her head.

“So, that’s how you want to play it?” Goodwitch’s eyes locked on Honey, deciding that she was the weak link. When that failed to get results, she shifted her attention to Ruby, who was busy hiding her face in her hood. Adjusting her glasses, Miss Goodwitch sealed their fate. “Well, no matter. Once we land, all of you are to follow me to the Headmaster’s office where we will discuss this further.”

Lilly’s heart dropped faster than the landing bullhead. _The Headmaster’s office?_ She had only once been sent to the principal’s office at Signal, and that had been after a fight with Yang got out of hand. Her parents had been called in for that one. While she doubted they would be brought in this time, she was certain the school would be notifying them. _As if the news reports weren’t enough. Mom is gonna kill me!_

The lateness of their return meant no students milling about to see them walking single-file behind Goodwitch, but Lilly could see a few sets of eyes peeking from the dorm windows above. The Beacon rumor mill would be spinning tales of their expulsion within the hour.

The elevator ride to Ozpin’s office was a little cramped, especially since none of them wanted to bump into the stern professor in front of them. The doors slowly opened as the elevator reached the top of the tower. Not a one of them moved until Miss Goodwitch had exited, turning around and levelling a glare at them to let them know she hadn’t suddenly forgotten the troupe. Fully aware that staying put wasn’t an option, they scrambled out of the elevator and into the strangely open office space.

Headmaster Ozpin sat calmly at his desk, the giant face of the Beacon Tower clock slowly ticking away as he looked up from the screen in front of him. A steaming mug bearing the crest of Vale sat on his desk, but the nearly empty coffee pot beside it meant it had already been emptied several times that night. His cane leaned against the desk within arm’s reach. Arrayed in front of the desk in a semicircle were nine chairs, a cough from Goodwitch making it clear they were to quickly take their seats.

This was the first time Lilly had ever seen the Headmaster this close in person. She quickly studied his face, hoping to find some hint of how much trouble they were in, but the man almost appeared bemused at their arrival. He rested his hands on one another atop the desk as they quietly took their seats.

“Thank you, Glynda.” Ozpin nodded to the professor lurking behind them before slowly taking another sip from his mug. For a moment, the Headmaster closed his eyes, savoring the calming beverage as they anxiously waited for him to speak. “Now, to what do I owe the pleasure of having so many students before me this evening?”

 _Good cop, bad cop. Do they really think this will work on us?_ Where Goodwitch tried to scare information out of them, Ozpin tried to have a friendly conversation. The pure relief of not dealing with Goodwitch was meant to relax them into admitting everything, but Lilly knew better. They already knew at least some of what happened, but acted like they wanted to give them a chance to explain themselves. In reality, they were probably just fishing for even more information.

“Come now. I hear you all had quite the eventful evening, and I do so love stories.” No one was in the sharing mood. “All right, why don’t I set the stage and you take it from there.” Ozpin stood and turned away from them, walking towards the windows overlooking the Emerald Forest. “Roman Torchwick and the White Fang attempted to seize a shipment of dust from the SDC in Vale. The nine of you decided to intervene.” Ozpin turned back to them. “Then what?”

Ozpin had chosen his spot well, the smoke from the docks being visible in the distance behind him, glowing slightly from the numerous lights set up at the scene by the emergency responders. The display he had been viewing was see-through, giving them a glimpse of the article he was perusing upon their arrival. The incriminating photo of Yang and Randi fighting Torchwick further reinforced the obviousness of Ozpin’s knowledge, meaning there was no point in trying to hide the basics.

Realizing the futility of their continued silence, Yang finally spoke up. “We went into town to meet Blake at her favorite diner. We were a little late, so she had already finished and went downtown.” Technically, that was true, even if it omitted quite a few details. “When we got there, we saw the bullheads fly in overhead and decided to investigate. Seeing a wanted criminal committing a crime, we had no choice but to get involved!”

“You thought that you could take on Roman Torchwick by yourselves?” Goodwitch’s question dripped with disbelief. “You do realize he is Huntsman trained and far beyond any of you. He has not only escaped our city’s police but has even slipped through the hands of fully trained Huntsmen in the past!”

“Well, we did manage to make him retreat.” Lilly wanted to dive across the room and slap a hand over Yang’s mouth, but was already too late. _This is not the time to argue!_

“He only left because he already had what he was after,” Miss Goodwitch sniped back. “He probably figured backup was on the way and left before things got worse. Had he wanted too, he could have easily taken on a bunch of students. Thankfully, despite his criminal activities, Torchwick prefers not to leave bodies. Why do you think there hasn’t been a single fatality with all the dust robberies?”

Lilly realized that she had never seen a report of any of the store owners even being hurt, much less killed. Each had surrendered without a fight, watching their merchandise be taken but being left unscathed in return. Whether that was some sort of personal code for the thief or a desire to avoid further pressure from the police and Huntsman wasn’t known. Robbing a few stores would get you noticed. Hurting those you rob would make for a manhunt.

Killing a Beacon student would have trained Huntsman teams tearing through the city after you.

“With all due respect,” Weiss chimed in, “we couldn’t just let them steal all of that dust. Aside from the impact to the local economy, they would likely have used it to hurt people. As Huntsmen, it is our duty to prevent such disasters.” Her words betrayed the subtle pride she had in her logic, even if she tried to avoid letting it show.

Goodwitch mercilessly struck down her argument. “And yet, more dust was lost in your fight than they could have stolen, ending with an explosion in the middle of the city in which two of our students were injured.” Randi and Yang both ducked their heads in embarrassment. Even though Randi had taken the brunt of the explosion, Yang had limped a little afterwards, likely from a minor sprain. Thanks to her aura, Yang was fine by the time they reached the school, but the point still remained.

Ozpin walked back to his desk, drawing their attention once more. “At least no one was seriously injured.” Goodwitch’s _humph_ at Ozpin’s attempt to go easy on them showed she wasn’t interested in letting up, but she relented as Ozpin continued. “You said that you were nearby when it happened. I’m curious what you all were doing near the docks at such an hour.”

Blake squirmed in her seat at the question, knowing that she was the reason everyone had gotten involved. “I–”

“We were out shopping today.” Yang cut her partner off, sticking with her lie from earlier. “Blake wanted to swing by a bookstore and I think Honey had mentioned that she needed to pick up some dust or something.” Lilly fought to keep a straight face as Yang tried to put together an alibi. “We must have lost track of time.”

“Interesting,” Ozpin replied before taking another sip. “So it had nothing to do with a certain student running away this afternoon?” Lilly wasn’t the only one to suddenly hold their breath as Ozpin revealed he knew more than he was letting on. “Surely a certain faunus didn’t go charging in alone because of her past associations. Why, I daresay trying to attack a notorious criminal and appeal to his terrorist counterparts would be downright absurd. Wouldn’t you agree?”

Lilly doubted that Ozpin missed how Blake ducked her head at his words, further confirming his suspicions. His description was oddly specific. _A place like that would probably have a host of security cameras. Did they tap into the feed? Does that mean they saw what Smit did?_

Ozpin knew he had struck the nail on the head and waited to see if any of them would try to argue otherwise. When it was clear they had already accepted their defeat, Ozpin finally revealed Team RWBY’s punishment. “While your desire to protect your teammate is admirable, you four clearly need some time to reforge the bonds of friendship. To make sure you have time for such an endeavor, you will spend the next two weeks in detention.”

“Two weeks?!?” Yang protested.

“Yes, two weeks, Miss Xiao-Long.” Ozpin nodded in response. “If you would like to appeal my decision, you may take it up with the professor that will be overseeing your detentions.”

“Which professor?”

“Miss Goodwitch.”

Yang’s mouth snapped shut, knowing the futility of fighting any further.

“Worry not. You won’t be serving it alone.” Ozpin turned to face the ninth member of their squad, who had kept silent the entire time and froze at the sudden attention. “Mr. Wukong will accompany you to each session.”

“Wait, I thought I only had a week of detention.” Apparently, Sun had already been punished for his run-in with the police that morning. “I only came along to make sure Blake wasn’t going alone!”

“True, and I cannot fault you for that.” Ozpin sipped again from his mug, making Lilly wonder just how much coffee could possibly remain at this point. “However, we were recently contacted by the police…again. It seems you match the description of a produce thief this evening. While they agreed to drop charges and restitution has already been made to the store owner, I assured the authorities that we would handle the matter.”

Lilly grimaced, knowing that the crime was only reported because of her outburst during their pursuit. _Why do I feel bad? He broke the law! An extra week of detention is a small price to pay for theft._ Watching Sun sink into his chair, it was still hard not to feel sorry for the guy. After all, he had been the one to defend Blake before they arrived.

“I believe that is all for now. You may return to your rooms.” Ozpin dismissed them with a wave of his hand. “Miss Azura,” he quickly added as Lilly began to rise from her seat, “would you and your team mind staying for a moment? I have a few questions for you.”

Lilly was halfway up when he asked, but quickly sat back down as RWBY and Sun hastily exited the room. _This can’t be good. What more could he want? The only thing we haven’t discussed yet is…_

The image of Smit burning that woman to death flooded her mind.

“Thank you,” Ozpin began once the elevator doors closed behind them. “I know this has been a long night for you all, but it was clear those four would never give a straight answer.” Ozpin looked past them with a whimsical smile. “While I’m glad to see their loyalty to one another remains intact, I would like to hear exactly what happened tonight.” Sensing her hesitation, he continued, “Don’t worry. I have no intention of punishing RWBY further, nor will I reveal what you say here to them. I merely wish to make sure we are all on the same page. After all, I have to give a report to the authorities. It wouldn’t do to mislead them.”

Ozpin leaned back in his chair, waiting patiently for her to begin. Her team looked to her as well, content to let her be the focus of attention. _Being the leader sucks sometimes._ “Well, sir, it started this afternoon. Honey went into town with Team Ruby. There was some sort of argument between Blake and Weiss.”

“An argument about the White Fang, which she was previously involved with.” Ozpin expounded. Lilly had purposefully left off the specifics, unwilling to throw Blake under the bus. “We are well aware of Miss Belladonna’s past.”

“Um, yes, about the White Fang,” Lilly amended now that the cat was out of the bag. “Blake accidentally revealed her past and ran off. I guess she was afraid of what they might think of her.” Ozpin looked to Honey, who nodded in agreement. “They searched for her, but eventually came back to the dorms to ask for my help.”

“Ah, so that’s how you became involved. I assume Miss Viella revealed the nature of your Semblance to them?” Again, Honey agreed. “An ability like that would be quite useful in tracking someone. Please, go on.”

“Y-yes, sir. We tracked her to a, uh, small diner in town, along with Sun. They left before we arrived. I was able to track Sun after that and followed him towards the docks.”

“Interesting.” Ozpin leaned forward. “And how did you track him, may I ask? I believe you would have needed something of his to do so.”

Lilly’s head jerked back a little at the Headmaster’s thorough knowledge of her Semblance. “I was, um, able to connect using his – I mean her cup. Ruby and Yang kept the diner from clearing the table so I could use it.”

“An interesting bit of foresight on their part.”

“Yes, sir. I was able to see the first bullhead land with Torchwick and the White Fang. Then, I, uh, disconnected as the group had spotted the bullheads. I _tried_ to form a plan with everyone,” she looked at her team in annoyance, “but they rushed in when something exploded.”

Miss Goodwitch finally spoke up, walking past them and coming to a stop beside Ozpin’s desk. “So, the seven of you rushed in with no plan, despite knowing the threat?”

“Glynda,” Ozpin sighed before turning back to the team in front of him. “Continue.”

“We took to the rooftop and saw everything going on. Ruby made a plan for us to split up.” Lilly figured it was better to be detailed at this point. _After all, they probably saw the security footage. The photos show a lot, as well._ “Randi and Yang went to help Blake and Sun. Honey and Weiss would use their dust to stop the bullheads. Smit and I provided cover for them by engaging the White Fang already on the ground. And Ruby stayed on the roof to provide sniper support, although she joined us when reinforcements arrived and took down two bullheads with Weiss’s help.”

“Not a bad plan, wouldn’t you agree, Glynda?” Ozpin glanced to Miss Goodwitch, who was busy typing some notes into her tablet but nodded absentmindedly. “Now, let me see if I can hasten things along a bit. You beat back the White Fang, taking down multiple bullheads, before going to join your comrades. Torchwick escaped with a second container of dust. When you all pursued, he detonated the nearby containers, catching Miss Asmer and Miss Xiao-Long in the blast. Is that all correct?”

“Yes, sir. They were the closest at the time and took the brunt of it.”

“Thank you, Miss Azura. While we appreciate your honesty, as well as your team’s willingness to help your fellow classmates, each of you will still join the others for three days of detention.” The Headmaster paused as he locked eyes with Lilly. “I did have one more question before I dismiss you, though. Several members of the White Fang were found dead afterwards. Do you know what happened to them?”

Lilly could feel Smit watching her, but did her best to ignore him as she tried to decide if she should say anything. _Do I tell him? He might already know, but what if he doesn’t? I’m disgusted by what Smit did, but do I really want to get him expelled?_ She could feel a drop of sweat sneaking down the edge of her hairline as she tried to weigh her options.

 _Smit is my teammate, but do I still want him to be after what he did? I mean, he killed all of those people without hesitation. It almost seemed like he was enjoying himself. The guy clearly has problems. Then again, I’m the team leader. It’s my job to take care of my team, but I never expected to be stuck with something like this! Maybe it’s best if I just lay my cards on the table. Then, Ozpin can decide what to do, not me._ She sat up a little straighter and took a deep breath, knowing this could mean the end of Smit’s aspirations, but stopped.

_No one’s beyond redemption._

Her own words echoed in her head. Only hours ago, she had insisted to Smit that the White Fang could be redeemed, yet she was unwilling to consider the same for her own teammate. If she honestly believed that a murderous terrorist organization could be changed, why couldn’t Smit?

Knowing that Ozpin was waiting for an answer, she lied. “They didn’t have aura. I accidentally injured one pretty bad before I realized. With that huge explosion, we were fine, but someone like that would have had no protection from such a blast. In the end, it seems Torchwick had no care for those he worked with and sacrificed them to make his getaway.”

“I see.” Ozpin folded his hands on his desk, a look of disappointment on his face. “It is a shame that there were casualties,” Ozpin looked to Smit for a moment, but soon returned his focus to Lilly, “but I am relieved that none of you were among them. Unless you have anything else to add, you may return to your room.”

Lilly thanked the Headmaster and turned toward the elevator, catching a brief glimpse of Smit. She tried to ignore his smile as she stomped forward, pressing the call button a little more forcefully than necessary. _Just wait ‘til we get back to the room, Smit. This isn’t over._

/- - - - - - - - - -/

Something was up.

Honey couldn’t quite put her finger on it, but she could tell something was wrong. Sure, it had been a long night and they were probably all pretty tired from the fight, but she could feel the tension in the air. It was obvious that whatever was wrong had to do with Lilly. Honey hadn’t seen their leader so agitated since her early interactions with Yang. _Surely this isn’t about her, though. Lilly just helped her out voluntarily. I thought we were finally making progress there._

The trip back to the room had been agonizing. Lilly had pretty much stared at the elevator doors the entire ride down, then marched back to their room without a word. Despite her team following close behind, their leader had slammed the door behind her. When they entered, she was already sitting on her bed, staring at her scroll so intensely that Honey half expected it to burst into flames at any moment.

Smit finally broke the silence. “Whew! I thought we were in some serious trouble. I mean, they got two weeks and then Oz asks us to stay behind for more?”

“We did get off pretty easy compared to them.” Randi carefully removed her retracted armor and placed it at the foot of her bed. “Then again, we were much less involved. Blake ran away, which started this whole thing. Yang recruited us to help and then lied to the Headmaster. They kind of deserved more punishment than we did.”

Smit fell backwards into his bed, hands clasped behind his head as he stared up at the ceiling. “Well, it stinks to be them. I’m just glad everything worked out for us.”

“Did it, Smit?” Lilly practically spat as she finally looked up from her scroll. The small device groaned as her grip tightened, threatening to break it in two. “Do you _really_ believe everything is fine? After what happened tonight?”

“Are you still going on about that?” Smit leaned his head to the side, casually eyeing his furious leader. “I mean, what’s the big deal?”

“What’s the big deal?” Lilly fired the question back, but practically dripping with venom. “What you did was unacceptable, yet you sit there without a care in the world! Maybe I made a mistake. Maybe I should have told Ozpin after all.”

“While I appreciate you sticking up for me, I really don’t need your self-righteous crap.” Smit was sitting up now, facing the raging inferno before him calmly. “I already explained myself. Nothing’s changed. It happened, and I’m not sorry. Not one bit.”

Lilly continued to stare Smit down, who just rolled his eyes and shook his head. Honey looked to Randi for answers, but the faunus shrugged in return.

“Um, guys…what’s going on?” Honey timidly queried, hoping to avoid Lilly’s mounting anger but too curious to let it go.

Lilly turned and glared at her partner, causing the girl to shrink back in concern. “This…this _idiot,_ ” Lilly pointed at Smit, “went _way_ too far. Now, he’s acting like it doesn’t even matter to him.”

“Because it doesn’t.” Smit added unhelpfully.

“Oh, shut up. If you–”

“Guys!” Randi raised her voice, cutting off Lilly before the two could spiral again. “Honey and I have no idea what you’re talking about. Maybe we can help.”

Lilly exhaled loudly, then nodded towards Smit. “Why don’t you ask _him_?”

Honey and Randi turned to Smit, who sat up with another eye roll before addressing them. “All I did was take out some of those White Fang grunts, which is exactly what I was told to do, by the way.”

“Okaaaay…” Honey drawled out, unsure of what she was missing. “I don’t really see the problem here.”

Lilly gave her partner a flat look and clarified, “When he says he took them out, he means he _killed_ them.”

Honey gasped in shock. _How is he not bothered by that?_ They were trained to fight and kill Grimm, but taking another human life was different. _He must be putting up a brave front. Surely he’s torn up about accidentally killing them, even if they were our enemies. Lilly’s attitude probably isn’t helping either._

“That is a shame,” Randi began, “but you can’t always know the limits of your opponents. You said yourself that you gave one of them a pretty serious injury. While such a loss is a tragedy, they _were_ the aggressors.”

Lilly glared back at Smit. “The difference is, what I did was an accident.”

This time, even Randi was stunned into silence. _Wait, is she saying he killed them on purpose? She has to be wrong. Smit would never do something like that._

Or maybe he would.

“So what? They attacked us. What was I supposed to do, let them shoot me?”

“I saw the bodies.” Honey gulped as Lilly argued. _Bodies? As in, more than one?_ “Some of them were ones that I had knocked out already. You even killed the two we captured! This wasn’t self-defense. This was _murder_.” Lilly rose from her bed as she flung the accusation at Smit. “Or did you forget what you did to that girl?”

“W-what girl?” Honey felt she probably didn’t want to know, but blurted out the question before she could stop herself.

“I found him standing over their bodies. He had a girl pinned to the container, already beaten, with his hand over her mouth. Then…” Lilly’s eyes shut tightly as she quickly shook her head at the memory. “Then he set her on fire.” Honey felt rooted in place as her imagination played the scene out for her, which she desperately tried to ignore. Lilly was staring at Smit again, a serious look of disgust and anger on her face. “I watched as that girl struggled to get away as she was cooked alive, her screams cut out by the flame that sealed her mouth shut.”

“We get it. The terrorist died. Boohoo.” Honey shivered, unsure if it was from the description or how uncaring Smit sounded. “It’s not like they haven’t done worse. Given the chance, they would have slaughtered all of us, proudly displaying our corpses for all to see. The only way to make sure they don’t is to put a stop to them…permanently.”

“You’re wrong!” Lilly shouted. “It’s not up to us who lives and who dies. Our job is to protect life, not end it.”

“No, our job is to destroy evil,” Smit responded, standing only a foot or two from Lilly. “They claim that they’re training us to fight the Grimm, but they put Port in charge of teaching us how, knowing full well what his class is like. They expect us to already know how to do that. For crying out loud, they threw us into a Grimm-infested forest on day one! Since then, what have we focused on the most?” Smit looked around the room, but no one answered. “People! We train to fight people. Grimm are just practice to us. In the end, they’re equipping us to take down criminals and terrorists, which is what I did. If you don’t like it, maybe you’re in the wrong line of work.”

Honey fought to deny his reasoning, but quickly realized he was right…at least about what they focused on in school. _When was the last time I even fought a Grimm? Initiation? I haven’t even seen one since Forever Fall, other than Port’s Monster Monday classes._

“You talk about reasoning with them, but the only thing they understand is violence.” Smit was staring directly at Lilly, who refused to back down. “Too bad for them, I speak it too.”

“Isn’t that what led the White Fang to violence?” Smit whirled around to face his partner, nearly knocking Lilly back onto her bed.

“What did you say?” he demanded.

“You’re so hell-bent on taking the fight to them that you’re stooping to their level. In your quest to stop them, you become more and more like the very thing you hate. Maybe–”

“SHUT UP!” Smit roared, hands beginning to spark as he silenced his partner. “How dare you compare me to those monsters? You have no idea what they do – what they’ve put people through! They attack and kill innocents. I only kill them, saving countless lives from the horror they would inflict.”

“Really?” Lilly’s incredulous response summoned Smit’s fury onto her once more. “Because the only horror I saw tonight was in that girl’s eyes. Tell me, Smit, how much of a danger did she pose as you held her? Who would she have harmed as her face melted away? By your own logic, _you’re_ the one who needs to be stopped before you kill again.” Smit scoffed at her lecture, but Lilly wasn’t finished. She stomped forward until she was face-to-face with him. “You talk about saving the innocent by killing the guilty, but who gets to determine which is which? You? And what happens when you can no longer tell the difference?”

Smit’s fists burst into flame, a growl escaping his clenched teeth, but Lilly stood firm. Honey was unsure of what to do as even Randi tensed, prepared to jump into the coming melee if needed.

Instead, Smit suddenly unclenched his hands, the flames dissipating into the air as he pushed past Lilly and headed for the door. “You know what, forget this. I’m gonna go take a shower. Don’t wait up.”

Honey wanted to shout for him to stop, but wasn’t sure what to say. She assumed he was heading to the locker rooms, unwilling to be cornered in their bathroom and have to face them again before bed. Honey looked to Lilly for guidance, but could only watch as her leader slammed the bathroom shut, apparently feeling Smit had the right idea as she heard the shower turn on. Randi sat shell-shocked on her bed, staring at the door Smit had gone through.

Laying down in her bed, Honey could have sworn she heard a voice through the wall say, “Well, that was a thing.”

She couldn’t agree more.

/- - - - - - - - - -/

Sunday was an awkward affair. Smit didn’t return to the room that night and spent the day avoiding them. Lilly had spotted him a few times, but had no desire to confront him yet. _You’ll have to talk to him eventually,_ she reminded herself.

Eventually could wait, for all she cared.

She tried to keep herself distracted all day, putting off the inevitable as long as she could. Randi’s training session that morning had helped, but she could only endure for so long. Another shower had the memory of the previous night crashing into her once more. She tried to read, but her mind wouldn’t stay focused. A trip into Vale was cut short when she went to get something to eat, only to be confronted with news reports of the attack on the docks over the diner’s radio.

Her scroll buzzed, yet again notifying her of an incoming call. This was the fourth time her mom had tried to call her, and she considered ignoring it yet again. _Not really in any mood to talk._ Her thumb hovered over the Decline button for a moment, but she eventually gave in.

“Hi Mom.”

“Lilly Azura, what were you thinking?” _Here we go._ Lilly wasn’t about to answer _that_ question, no answer being good enough to prevent the follow-up chewing out. Sometimes, it was best to just let her mom unload first. “Your school called me first thing this morning, telling me all about your little escapade last night! Then, your father sees you on a news report. Is there any reason I’m the last person on Remnant to hear when my daughter is in trouble?”

“Sorry, Mom.”

“Oh good, my daughter is sorry for nearly giving me a heart attack. How wonderful.” Lilly grimaced at the sarcastic response. “You didn’t answer my calls this morning. Not even a simple message to let me know you were okay.”

Lilly sighed, conceding the point. She knew that ignoring those calls would make things worse, but she also had hoped to calm down a bit before talking to her parents. The call was bound to go south regardless. Better that she be in control of her anger and not lash out at her mom. Of course, giving that as an excuse was out of the question.

“You’re right, Mom, that was wrong of me. I really am sorry.” _Best to apologize and hope that calms her down a bit._ “I didn’t mean for all of that to happen last night.”

“And how does one _accidentally_ wind up fighting terrorists in the middle of the night?” Her mom’s anger was starting to dwindle, meaning Lilly finally had a chance to explain herself.

“One of my classmates had run off and was in trouble,” Lilly began, keen to avoid specifics on why Blake had left. “Her team needed my help to track her down. When we caught up to her, she was already being attacked.”

“And just why did they need _you_ to help them? Couldn’t they have gotten help from the school? Or the police?”

“It’s…complicated.” If it wasn’t for Blake’s past, that would have made much more sense, but they were all scared of what would happen to Blake if they alerted anyone. Had they known that Ozpin already knew all about Blake, she would have recommended they alert the faculty. “My partner told Yang about my Semblance, so they came and begged for my help. I wasn’t about to leave her friend to fend for herself when I could do something.”

The other end of the line went quiet for a moment, her mom no doubt processing what she had said. Lilly hoped her explanation would turn the focus away from the specifics surrounding Blake.

It did, but not in the way she expected.

“Wait, Yang? As in Yang Xiao-Long?” _Figures that’s what she would latch onto._

“Yes. It was her partner that we went to help.”

“The girl you’ve been complaining about in every call since you got to Beacon? The same girl that a certain _someone_ has insisted you should get along with?”

“Yes, Mom,” Lilly sighed, knowing her mom would be jumping to conclusions any moment now.

“That’s great, honey! It’s about time you two buried the hatchet.”

“No, it’s not like that. We’re still not friends. I did it for her partner, not Yang.”

“Well, if I had known that’s all it took for you two to get along, I would’ve kidnapped her partner on day one.” Lilly rolled her eyes at her mom’s ridiculous rambling. “I’m glad to hear things are finally improving.”

“Nothing’s changed, Mom!” Normally, Lilly would have just nodded along, letting her mother believe what she wanted, but her patience had already been strained by someone else. “All I did was help her friend. I still haven’t forgiven her for getting rid of mine! She’s still the same arrogant jerk that she’s always been. If anything, she was only nice to me because she needed my help.”

“Don’t you raise your voice at me, young lady! I–” Her mother suddenly cut off at some sound on her end. When she spoke again, it was clearly to someone else, the receiver held slightly away and causing her voice to sound distant. “Calm down? Our daughter just yelled at me!” A mumbled voice could be heard in the background. “What do you mean I’m not helping?” More mumbling. “Fine! You talk to her.”

There was a brief pause as the scroll was handed over, the only sound being the shuffling of feet and soft sounds of the device changing hands. Finally, another familiar voice spoke. “Hey, Lilly.”

“Dad?” she asked, even if her father’s calm voice was unmistakable. She could hear him walking through the house, a door closing behind him as he likely made his way into his study.

“So, what’s up? I doubt it’s your mother that you’re actually angry with. Why don’t you fill me in a little?” Lilly wasn’t surprised her dad had already picked her apart. Where her mother was a very emotional person, her father was the more logical one. Mom would have an immediate reaction to everything, swooping in to right the wrongs of the world in an instant. Dad, on the other hand, preferred to sit back and analyze everything, which meant he often saw things that the rest of them missed.

“It’s…hard to explain.” Angry as she was, Lilly decided it was best not to tell her parents about her possibly-homicidal roommate. “My teammate…well, he wasn’t who I thought he was.”

“He didn’t _try_ anything, did he?” Okay, so maybe he could be a little rash when it came to boys.

“No, Dad. Nothing like that. He’s too busy drooling over Yang, anyways.” Her dad grunted on the other end. “He’s just...just such an idiot! I mean, he has no control over himself! I knew he was dumb, but last night showed me just how terrible he really is! I don’t know if I can trust him anymore.”

Her dad was silent for a moment, probably trying to figure out what Smit must have done. Whatever his guess, he kept it to himself. “So tell me, are you going to have him removed from your team?”

“I don’t really think that’s up to me.”

“Why not?” her dad asked. “You’re the team leader. It’s up to you to take care of the team. If you honestly think he’s not good for the team, then you should talk to the Headmaster and explain your case. I mean, you do want him removed, don’t you?”

The question hung in the air for a moment. The same question she had asked herself last night. “I don’t…I don’t know,” she admitted with a sigh. “I mean, what he did was way out of line, and I would have every right to want him gone, but I’m not sure it would stop at him being removed from the team. He might be kicked out entirely. Can I really end his chances at being a Huntsman?”

“Well, if you aren’t going to talk to the faculty, what _are_ you going to do?”

“I don’t know, okay!” Lilly’s anger began to rise again, frustrated at the situation more than her dad’s lack of help. “I brought it up last night, but all he did was yell at me! In fact, he yelled at all of us! Then he stormed out and has been avoiding us all day.”

“When you brought it up last night, was it to talk it out, or did you attack him?”

“I…well…you see…” Lilly grasped at excuses, but his pointed question had already begun to deflate her anger.

“That’s what I thought,” her dad chuckled. “Of course he lashed out at you. Tensions were running high and he probably felt cornered. I’m not saying whatever he did was right,” he hastened to add when she tried to interject, “but he clearly has his reasons. Maybe they’re terrible reasons. You’ll never know until you talk to him.”

“You don’t understand–”

“And neither do you.” Lilly was silenced by the simple statement. “Hear him out. If he has a good reason for what happened, then you’ll know. If his reasons are terrible, then you can try to _calmly_ change his mind. That’s part of what being a good leader is all about.”

Lilly sighed in defeat, knowing her dad was right. She wondered if he was speaking from experience. After all, he had once been a team leader at Beacon. He retired from being a Huntsman just before Lilly was born, but she always loved hearing his stories growing up. The ones about Beacon were usually less interesting to her, being more focused on the fun he had and less on fighting. His team wasn’t anywhere near the top of the class, but they got up to a lot during those few years of school together. His later stories were more action-packed, which always thrilled Lilly as a kid. Now, she wished she had listened more to his stories about leading a team.

“How am I supposed to talk to him, though? He’s avoiding us.”

“Is he avoiding you, or are you avoiding each other?” Her silence was telling. “Look, you’re both still upset from last night. Give each other some time to cool down, but don’t put it off too long.”

“Okay.”

“Good. Now, I’m going to go give you back to your mom. I’d suggest you apologize for earlier, but I think you already know that.”

Lilly took his advice, making sure to tell her mom how sorry she was and that she was just angry at her teammate, acknowledging that it was wrong to take it out on her. The lecture she received was surprisingly brief. She managed to get her mom talking about home for a bit, which helped relax her. Stories of Violet at school mixed with tales of Hunter’s mischievousness, drawing her mind back to the comforts of her family. By the time she reached Beacon, she was caught up on everything but wishing there was more.

“I know you said it already, but are you sure you’re okay?” Her mother’s voice was soaked in concern.

“Yes, Mom. Dad gave me some good advice, as always. It’s just been a really rough weekend.”

“Well, I hope it works out for you. And I hope things get better with you and Yang.” Lilly breathed deeply, trying to bear through the expected pushing. “I really think this could be your chance to finally get along.”

“Mom, please. I’ve told you before. I’m not sure I can forgive her after what she did to my friend.”

“And yet, you were more than willing to help hers. Maybe it’s time to be the bigger person here and try to move on. After last night, I’d bet she’d be more than happy to hear you out.” Again, her mother’s optimism knew no bounds.

“No promises,” Lilly replied. “Besides, I’ve got bigger things to worry about right now. I’ll talk to you all later.”

“You’d better,” her mom laughed. “We love you, honey.”

“I know. I love you, too. Tell Violet I said hi!”

“Sure thing, sweetie.” The call disconnected, leaving Lilly to sigh and watch as her call screen faded away, revealing her scroll’s background once more. The image of her and Bianca, smiling cheek-to-cheek, stared back at her. _Mom just doesn’t understand. There’s no way to undo that damage._

Little by little, Lilly did her best to pass the rest of the day, ending with an extra-long workout before bed to make sure she was too tired to stay awake. Sleep still didn’t come easy that night, nor was it restful.

Lilly tossed and turned all night, images of those faunus haunting her dreams. A flame darted around, latching onto each for a moment and setting them ablaze – shambling torches that slowly lit up an eerie scene. She tried to run, but struggled against the dark, red liquid that rose up to her knees. Something nudged her from behind. Lilly nearly fell over when she caught sight of the pale corpse floating past, more limp forms becoming visible in the light of the sentient flame. Lilly’s scream caught in her throat, leaving no sound except the crackling fire and the soft splashing of the bloody pond.

Without warning, some of the bodies rose, standing upright as they turned to face her. Sunken eyes stared at her helplessly before the accursed forms began to approach. A piercing wail finally escaped her lips as a hand latched onto her arm. She jerked it free, splashing through the disgusting swamp before glancing behind. The flame from earlier seemed drawn to her outburst, zeroing in on her with frightening speed. She pushed forward harder, but the heat behind her told her she was doomed. She glanced back, only to trip over one of the prone figures, her face plunging into the bloody ooze beneath her. The sour fluid invaded her mouth before she shot up again, gasping for air. Hands caught her from behind, threatening to drag her back down as the flame rushed in, a wicked smile hidden within as it moved to consume her.

Lilly jolted out of bed with a start, nightshirt soaked with sweat. The pounding in her chest threatened to wake the entire school as she panted for air. It was still dark outside, so she glanced at her scroll, keeping it under a blanket to hide the light. The time made her groan, not quite midnight yet. Her head fell back against the pillow in despair, knowing it was going to be a long night.

Morning could not have come quick enough. Again, Smit’s bed was empty, although Randi claimed he had come back late and left early without a word. Randi also made sure to ask if her leader was okay, likely being aware of her tumultuous sleep. Lilly did her best to brush it off, but Randi wasn’t falling for it. Lilly could feel her teammates eyes watching her the rest of the morning.

Oobleck’s and Port’s classes were a little weird, as Smit had chosen to sit away from them, leaving an empty seat on their row, which Sun had asked to sit in since his team wasn’t at Beacon yet. RWBY sat behind them, with Weiss patting Lilly on the shoulder at one point. _Of course they heard. Great. Now they’re taking pity on me._

At lunch, Lilly just caught a glimpse of Smit walking out with a box of food as Sun and RWBY sat down with the rest of her team. Yang tried to say something to her, but Lilly was not in the mood and pointedly ignored her. If anything, her tired mind was searching for people to lash out at, and Yang presented an easy target.

 _This is what I get for helping her! If we hadn’t come along, we never would’ve encountered the White Fang, Smit wouldn’t have gone all psycho on them, and our team would be back to normal._ She knew the argument was illogical, but having someone to blame was strangely cathartic.

Lilly wasn’t at all surprised when the seat beside Randi was left open in Combat Class. This time, Sun chose to track down Smit and sat with him in the back. Honey mentioned something about Sun wanting to talk to Smit, which just made Lilly angry all over again. _Some leader I am. Our team has issues, and some random guy from Haven is the one to try to fix it?_

Miss Goodwitch was explaining the rules for class again, likely for the benefit of Sun and the few other new arrivals, so Lilly just tuned it out. She thought back on her dad’s advice, but stubbornly tried to disagree now that he wasn’t there to reason with her. _If I go to him, I as good as admit defeat. I’m right, he’s wrong. He should be crawling back to our room to beg forgiveness! After all, we didn’t do anything wrong._

So distracted was she, that she almost missed Miss Goodwitch calling out the first fight. It was only the sound of her name being called which snapped her back to reality.

“Lilly Azura of Team Laser versus Yang Xiao-Long of Team Ruby.”

Good. She needed to take out some anger.


	13. The Fight

“Lilly Azura of Team Laser versus Yang Xiao-Long of Team Ruby.”

Lilly’s full attention was summoned by those simple words. _Finally, something I can take out my frustration on._ Part of her wished it was Smit on the receiving end, but Yang came in a close second. _And isn’t that a first._

With sudden purpose, Lilly rose from her seat and pushed towards the platform, ignoring her partner’s attempt to calm her down. _For once, I’m gonna use my anger. Yang’s gonna pay for everything she’s done._ Admittedly, Lilly knew Yang was the better fighter, but she had been waiting for this day a long time. Every time Yang had fought, Lilly watched closely, analyzing every move. She had studied her opponent for years. She doubted Yang had done the same.

_She knows I have ranged options, so she’ll be keen to close the gap. Her best bet would be an immediate charge, so I need to be ready to block that. I doubt she’ll let me gain much distance, so focus on melee. No big hits, or else she’ll use that blasted Semblance on me. Just need to slowly chip away at her. She’s more reckless when she’s losing, which will give me better openings, so that first exchange is crucial._

Plans swirled through her head as she made the short climb to her appointed side and took a moment to prepare. _Deep breath. Can’t show any weakness. Make sure she knows you mean business._ She turned to face her opponent.

The other side stood empty.

Lilly glanced to Goodwitch, wondering what the holdup was, only to find Yang in hushed conversation with the professor. Miss Goodwitch listened impatiently, but Yang was too quiet to overhear. Whatever it was had Goodwitch glancing between the two girls.

 _What’s Yang up to?_ No one had dared approach the professor when called for a spar. As the class looked on with curiosity, Lilly decided she was tired of being in the dark. _Guess I’ll just have to listen in._ It only took a moment to connect with Yang and hear what the two were discussing.

“–don’t think it’s a good idea.” Yang said.

“Frankly Miss Xiao-Long, I did not ask for your opinion on the matter. The two of you have been chosen.” Miss Goodwitch wasn’t in the mood to be questioned.

“I know, it’s just…I really don’t think we should fight,” Yang insisted. “If it helps, you can just give her the win.”

“Tell me, do your other classes allow you to determine your classmates’ grades?” Goodwitch waited to see if Yang would respond, but the girl wisely chose not to say anything. “I understand she assisted your team a few days ago, but you will not throw a fight in return. Am I understood?”

 _She thinks she can even the score by letting me win?_ Lilly fumed silently at the suggestion that she needed Yang’s help to win a fight. _Why that arrogant little…_

“It’s not that, ma’am.” Yang continued her attempt to dissuade the professor. “Lilly and I…we don’t really get along.”

“And why is that my concern?”

“We had a bit of an issue back at Signal.” Goodwitch remained silent, unimpressed by the answer. “It was bad enough that the teachers wouldn’t let us fight again.”

“I’m sure that was just a coincidence of you two not being–”

“For over two years.” Miss Goodwitch stopped midsentence at the clarification.

“Hm,” Goodwitch hummed as she paused to consider. “While that is unusual, it would be unfair to deprive your classmate of a chance to fight without her consent. If she agrees to your offer, I will let her choose a different opponent. However, for disrupting my class, you will see me for two additional days of detention.” Goodwitch once again looked towards Lilly. “Now, I expect you to explain yourself to your opponent.”

“I don’t think that’ll be an issue, ma’am. Isn’t that right, Lilly?” Yang waited silently, letting the hushed question hang in the air. “Come on, I’m sure you’ve been listening in this entire time.”

Lilly disconnected as Yang and Miss Goodwitch turned to face her. With a frustrated growl, she marched over to the pair. “Yes, I heard you.”

“Miss Azura, I would ask that you not eavesdrop on any conversations that I have with my students.” The stern look Miss Goodwitch shot her meant there would be consequences if she did. Lilly nodded in agreement, embarrassed at being called out. “That being said, do you accept Miss Xiao-Long’s offer? As I mentioned, I will allow you to choose another opponent instead.” Miss Goodwitch’s offer was tempting. _Extra detention for Yang, a free victory, and a choice of opponent?_ The thought of selecting a certain male teammate crossed her mind before a single word made her stop.

_Bianca._

The pent up rage of the last two years came crashing down on her, dispelling any thoughts of missing her chance at revenge. “No,” she practically spat in response.

“Excuse me?” Miss Goodwitch asked.

“No. I want to fight her.” No way was she giving up this chance. If she let this one slide, it was doubtful Goodwitch would ever let them fight again. _If I want revenge, it has to be now!_

Miss Goodwitch acknowledged her request. “Very well, please take your positions. The fight will begin on my signal. It will also _end_ on such.” She made sure to look at Lilly, clearly sensing the hostility. “Anyone that fails to follow these instructions will be punished harshly. Understood?”

“Yes, ma’am,” both girls said in unison before retreating to opposite corners. Lilly readied herself, staring daggers at the girl across from her. Yang, on the other hand, looked disappointed.

_Oh, am I not worthy to be taken seriously? First she wants to throw the fight, now she won’t even treat me as an equal? What a pompous little brat!_

Lilly couldn’t stop herself from saying something. “What, am I not good enough for you?”

“What? No!” Yang answered in surprise. “It’s not that–”

“Then what is it?” Lilly demanded. “I’ve been waiting for this moment for two years. Don’t you dare hold back!” Lilly readied her weapons as Goodwitch took position. “I won’t.”

Yang shook her head sadly, but stepped forward and tilted her head to the side, cracking her neck. “Fine. If that’s what you want.” She brought both fists up into her usual guard and nodded to Lilly. “Good luck.”

“Yeah, whatever. Break a leg, Yang. After all, that’s what you do best,” Lilly replied with a scowl. “Just ask Bianca.”

Yang’s fists tightened at the name, her arms trembling slightly with poorly concealed anger. _That’s more like it._ Miss Goodwitch looked to both competitors and nodded to indicate the fight would begin soon. The room fell into silence as the last seconds stretched on, Lilly tensing for the opening blow.

“Begin!”

Lilly quickly brought her tonfa up to block…but nothing came. A few chuckles could be heard behind her as she blocked the air. She lowered her guard slightly, enough to better see her opponent but still guarding most of her and ready to come back up without hesitation.

Yang hadn’t moved. The girl stood quietly across the platform, guard lowered as she glared at Lilly. Yang then turned to Miss Goodwitch.

“I forfeit.”

Lilly’s shock was echoed by the muttering voices that broke out around the room. Even Miss Goodwitch was momentarily surprised by the declaration before quickly regaining her composure and addressing Yang.

“Miss Xiao-Long, a match may only be forfeited by someone who is currently losing. As neither of you have taken any damage, neither may forfeit. Now, if you would be so kind as to–”

A single shotgun blast rang out across the room, silencing both Goodwitch and the rumble of student voices. Lilly’s jaw dropped as she watched her opponent wince slightly, gauntlet smoking from the discharge. Yang shook her leg for a second before turning back to Miss Goodwitch. “There. Now I’m losing.” The self-inflicted wound had chipped away a small chunk of Yang’s aura. “Now can I forfeit?”

“Miss Xiao-Long!” Miss Goodwitch yelled. “That is it! You and I are going to have a long discussion about your conduct here today!” Lilly felt the air grow cold as Miss Goodwitch stomped across the mat, pausing for a moment to announce, “Lilly Azura wins by forfeit. Class dismissed.”

At first, no one dared move, unsure if they heard properly. Lilly remained rooted to her starting point, weapons slowly falling from her block as she tried to comprehend what just happened. With an audible sigh, Miss Goodwitch turned around once more.

“I said, class _dismissed_!” Miss Goodwitch waved her crop towards the class, flinging open the doors behind them with a loud bang. Lilly caught the hint and stumbled backwards, falling off the platform in her haste. “Anyone who remains will be joining Miss Xiao-Long this evening in detention!”

The students scattered, tripping over one another as they tried to not be the last one out. Lilly, being furthest from the door, brought up the rear of the stampede. Honey and Randi were waiting for her as she spared a final glance backwards, only for the doors to suddenly slam shut in her face.

/- - - - - - - - - -/

“How _dare_ she!” Lilly screamed, kicking open their room door and storming inside. Two of her teammates quietly followed, Smit still avoiding them for now. “After all she’s put me through, I finally get a chance to fight her, and she just quits after taking a shotgun blast to the knee?!?”

“She _did_ get in trouble for it, at least.” Randi tried to console her leader as Honey waved her hands, trying to stop her teammate.

Lilly whirled on Randi, still clutching her tonfa and looking like she was ready to fight. “So what? She gets a lecture. Maybe a few more days of detention. What do _I_ get? Nothing!” Lilly threw her weapons onto her mattress, _Brevis_ clattering off the side and sliding to a stop under Honey’s bed. “I’ve waited _two years_ for this, and she just spits in my face! I doubt they’ll ever let us fight again. Argh!”

Lilly kicked her bedframe in frustration, grimacing at the pain in her toe but happy to have released some of her frustration.

Her team had probably hoped the walk back to the room would calm her down, but they were sorely disappointed. Lilly had insisted they wait outside the class so she could give Yang a piece of her mind, forcing Randi to practically drag her away after several minutes, saying they would be in trouble if Miss Goodwitch caught them there. Lilly knew her teammate was right, but was still unhappy to give up.

The walk back had felt familiar. Those they passed in the hall were quick to avoid her, some going so far as to go back into their rooms at her approach. _Once again, a fight with Yang ends with me being isolated. It’s Signal all over again! Guess the next thing she’ll do is maim Honey._

Lilly yanked her scroll out of her pocket, feeling it buzz slightly with an incoming message. The short message from Violet went ignored. _Not in the mood right now, sis._ She cleared the alert, only to once more reveal the picture of her and Bianca.

 _Sorry, B. I finally had the chance to make her pay, yet Yang ruined everything again._ Her eyes watered as she stared at the image, wishing once again that things had been different. _It should’ve been you here, not her. Then you could’ve been on my team with Honey and Randi and everything would be perfect._ Her mind drifted off for a moment, imagining how much better life could’ve been, even if a part of her cringed at the team name. _An all-girl team named LHBR. Okay, maybe not perfect, but definitely better._

Her melancholy moment was broken by the slam of a door nearby, her eyes darting to the wall separating her from Team RWBY. _Back already? Yet again, she acts out and barely gets punished. Well, I’m not gonna let her off so easily._ Lilly turned towards the door, only to find Randi blocking her path.

“I don’t think that’s a good idea,” Randi said.

Lilly batted the warning aside and marched forward, intent on confronting their neighbor once and for all. “Out of the way, Randi.” She stopped in front of her teammate, waiting to see if the faunus girl would yield willingly, when she felt a gentle touch on her shoulder.

“Come on, Lilly,” Honey pleaded. “It’s not worth it.”

“Shut it, Honey.” Lilly’s sudden snap made her teammate retreat, allowing her to turn back to the one blocking the door.

“Honey’s right. Let’s take some time to cool down and then decide what to do.” Randi’s attempt at a soothing tone only further enraged Lilly. “Listen to your partner.”

“Maybe you should worry about your own partner!” Lilly could tell she had struck a nerve by the way Randi winced, but she didn’t care. “Now, get out of my way.”

Randi allowed herself to be pushed aside as Lilly stormed past, yanking the door open hard enough for it to clatter against the wall. The hushed voices next door cut out suddenly as she advanced on the room. She twisted the handle violently, but the door held firm. Instead, Lilly raised a single fist and pounded the door. When no one answered, she tried again, this time hearing the soft padding of feet approach in the following silence.

The door opened just wide enough to reveal the worried face of Ruby. “Oh, um, hey Lilly. Is there something you nee–oof!”

Lilly shoved the door open, throwing Ruby backwards onto the floor. “Out of my way, runt.” Lilly entered the room, followed by two teammates who looked like they’d rather be anywhere else but were resigned to trying to rein in their rampaging leader if needs be. “Where is she?!?”

“Hey! You can’t just barge in here uninvited!” Weiss protested as she helped Ruby to her feet.

“Don’t care. Now, where’s Yang?”

“You seriously want to do this?” Yang asked as she sat up on her bed, reading a small, folded note. Lilly stood her ground, her refusal to leave answer enough. “Fine.” Yang jumped down from her bed, placing the paper face-down on the bookshelf before walking up to their room’s invader, stopping only a few steps away. Despite the tempest brewing in front of her, Yang sounded exhausted, as if dealing with a small child who refused to listen. “I’m right here. What do you want?”

With her target now in front of her, Lilly felt her temper boil over. “What do I _want_?” She screamed in Yang’s face. “After everything you’ve put me through, you think you can just blow me off today? I finally get a chance to fight you, and you just up and quit! What, am I not good enough for you?”

Lilly stepped forward, cutting the distance in half. From the corner of her eye, Lilly could see Blake subtly scoot to the side of her bed where her weapons were laying out. _Of course her little terrorist friend is already preparing to attack me. I only helped save your life a few days ago! This is the thanks I get?_

“You’re mad I didn’t beat you to a pulp like last time?” Yang asked.

“At least last time you actually had the decency to fight me. First you went and got Bianca hurt, then you used your stupid Semblance to break my weapons when I was winning fair and square.” Lilly’s shoulders began to rise and fall as she became more worked up with each second. “Now you just run away, refusing to own up for all that you’ve done.”

“Look, I’m really not in the mood–”

“Oh, I’m _so_ sorry to inconvenience you,” Lilly spat. “You’re not in the mood? Well, tough, because I am!”

“What is your problem?” Yang demanded, eyes narrowing as she fought to control herself. Even then, Lilly could already see her eyes starting to redden. “You’ve been a real pain ever since we got here. Honestly, I’m sick of waiting for you to snap, so go ahead. Let it all out already.”

“You think _you’re_ the victim here?”

“Last I checked, you’re the one who stormed into my room and assaulted my sister, not the other way around.” _She has a point,_ Lilly’s mind commented, making Lilly tell her mind exactly where it could shove that point. She didn’t miss the fact that she was threatening herself but chose to ignore it and focus back on Yang.

“Like you even care.” Yang made to argue, but Lilly continued before she could. “You’ve never cared about anyone but yourself!”

“That’s not true!”

“Isn’t it?” Lilly shouted at an indignant Yang. “You didn’t even make it to the front door of Beacon before you ditched your sister.”

Yang turned towards Ruby. “That was _because_ I care.” Ruby smiled in response, but there was no denying what had happened. “She needed to strike out on her own and meet new people. This was her chance to be Ruby, not just Yang’s little sister. It was for her own good!”

“How generous of you,” Lilly sardonically replied. “And was everything you did to me for _my_ own good?” Lilly waited, but Yang didn’t rise to the bait. “Well, thank you Yang. Thank you for hurting my friend. Thank you for turning the school against me. Thank you for breaking my weapons. Most of all, thank you for ruining my life!”

Lilly advanced with each accusation, jabbing a finger into Yang’s shoulder and pushing the taller girl back. Dredging up their past was starting to wear on Yang, and Lilly was eager to keep Yang on the back foot. Yang came to a stop as her back bumped against Blake’s bed, eyes shut tight as she turned her head to the side, fighting for control.

“I had one friend. One! And you took her from me.” Lilly’s shouts echoed through the room. “Honey and I are good friends now. Should I be worried you’re gonna hurt her too? Should Randi start watching her back? What else are you gonna take from m–”

Lilly’s diatribe was cut short as her head snapped to the side, a bright red handprint stinging her face. She vaguely heard a gasp from behind her as she reached up to feel the still-warm imprint on her cheek.

“Enough!” Yang’s furious yell drew Lilly back to her, the familiar red eyes reflecting her own rage. “You don’t know anything!”

“How dare–”

“No, now it’s _your_ turn to listen.” This time, it was Lilly who was forced back as Yang towered over her. “You think you’re the only one that’s suffered; that you’re the only one who lost someone that day?”

“W-what? No, I–” Lilly fought for words as she watched Yang struggle to compose herself. Clinging to her earlier rage, she tried to recover. “You took Bianca from me!”

“She was my friend first!” Yang heaved, eyes returning to purple as a single tear fell. Silence lingered as Yang forced herself to calm down before explaining. “Bianca and I were friends before you ever met. Dad always jokingly called her Yin. Where I was loud and headstrong, she was more quiet and thoughtful. We were really close…until you came along.” Yang’s voice was even, lacking any trace of accusation.

“Me?” Lilly asked. “What did I do?”

“You didn’t do anything,” Yang quickly added. “You were always so quiet and barely spoke to anyone. Bianca felt really bad and wanted to be your friend, so she invited you to my birthday party. I meant to talk to you, but the night just sort of flew by. Bianca told me all about you afterwards. You should’ve heard her.” Yang chuckled as she wiped an arm across her eyes. “Kept going on about how much you two were alike and how she wanted me to meet you. Something about you really drew her out of her shell, more than I ever could. Honestly, I was a little jealous.”

“Wait, you were jealous of me?”

“It was dumb and I got over it.” Ruby coughed meaningfully. “Okay, so maybe Dad had to talk me down, but I was glad she had another friend, even it meant less time for me. Everything was great for a while, but then she told me something.” Yang inhaled deeply. “You remember her parents?”

Lilly thought back to the numerous times that Bianca’s parents had dropped her off so they could go on a mission. “Yeah, I met them a few times. They were both Huntsmen, right?”

“Not just Huntsmen,” Yang explained. “They came from a long line of Huntsmen. Pretty much every relative was one…or had been. One of her uncles was killed on a mission in Vacuo that year. His wife ended up killing herself afterwards, leaving their two children without any parents.”

“What? She told me a relative had died, but nothing like that!”

“Her family wanted to keep the details quiet. Something about family honor or some other nonsense.” Yang growled, clearly unimpressed with the idea. “The whole thing was messed up, but it really affected Bianca. She told me…she told me she didn’t want to be a Huntress anymore. She started researching some other careers and eventually decided she wanted to pursue a business degree. When she told her parents, they were…less than thrilled. She only admitted it to me when I asked her about the bruises.”

Ruby gasped, apparently unaware of that part of the story. “They _beat_ her? Why?”

“Again, it all came down to family honor for them. Her older brother had just graduated from Beacon a few years ago and they had already made plans for her to attend here. They snapped when she refused,” Yang said. “A week later, she claimed she had a plan to finally get her way, but wouldn’t tell me the details, saying it had to be kept a secret. I figured she had finally figured out a way to convince her parents. Turns out her plan was a little more drastic…”

“What do you mean…drastic?” Lilly asked, a pit opening in her stomach. She had a pretty good guess, but really hoped she was wrong.

“I think you know.” Yang quietly answered, her sad eyes locking onto Lilly once more. “After all, the entire class saw it. I just wish she had warned me.”

Memories of Bianca’s gruesome injury came flooding back into Lilly’s mind. _No. There’s no way she did that on purpose._ As she thought about it, however, it became harder for her to deny. _Bianca was one of the best in our class at aura control. She should have been able to protect herself…unless she didn’t want to._ Lilly’s eyes widened as she realized what really happened.

Yang must have seen her reach the inevitable conclusion. “Yep. That injury was no accident. She fought hard, making sure to feed my Semblance and push me to the breaking point, knowing what I would do. When I struck, she purposefully lowered her aura, and the rest is history.” Yang tried to shake the memories loose before continuing. “The school called it an accident, we all got more lessons on aura control, and Bianca dropped out. Her family moved away, allegedly to get better medical care, but probably more to hide the shame of her injury. We even got a letter saying they planned to sue, but the school’s insurance covered it as a training accident.”

“No, she wouldn’t…” Lilly’s denial floundered as her mind raced to find a hole in the story but failed. “H-how do you know all this?”

“When the fight ended, I tried to help her, even if there was nothing I could do. Before they carted her away, she pulled me close. Through the tears of pain, she told me she was sorry and would explain everything.” Yang walked back to the bookshelf and grabbed the letter she was looking at earlier. “I got this from her a few days later.”

Yang handed it to Lilly, who took it with trembling hands. The folded paper was worn from use. On the front, Yang’s name was written in Bianca’s flowing handwriting. Carefully, Lilly unfolded the paper and began to read.

_Dear Yang,_

_I’m SO sorry for getting you mixed up in this. The only way I could get out of Signal was if I was kicked out. My parents would never let that happen, so I knew the only escape was if I couldn’t continue._

_I want you to know, this wasn’t your fault. I let myself get hurt. It would’ve been suspicious for anyone else to have done that, but your Semblance was the key. I wanted to tell you, but I wasn’t sure you’d go through with it if I did._

_My family says we’re gonna move away, but I’ll write to you when we get there. Probably gonna take a while to recover, but that just means I’ll have more chances to write._

_As much as I hate to impose, I do have one more favor to ask of you. Watch out for Lilly. She doesn’t really have anyone else, but she’s a great girl and deserves to have a friend like you. I’m not sure she’ll take this well, but I can’t risk telling her, or anyone else, the truth._

_I know this is an unfair burden, but you once told me you would do anything to help me. Just know that you’ve done more than anyone else could have. I’ve even heard my parents discussing some private business schools for me to attend._

_I’ll write you again once we move so you can send me letters. I’d recommend using a different name, though. I doubt my parents will want to see anything from you._

_Again, I’m really sorry it had to be this way, but you’ve let me chase my dream. I couldn’t have done it without your help._

_Bianca_

The paper was dotted with discolored spots, evidence of tears striking the letter. Some of the spots were still damp. One or two more were added before Lilly wiped her eyes.

“She asked me to try to be your friend, but I was too scared to talk to you.” Yang bowed her head, ashamed of her cowardice. “I knew you blamed me for what happened and didn’t want anything to do with me, but Bianca insisted in her next letter. She even included ideas on how to get you talking, like your obsession with Weiss’s music or some of your favorite books.” Yang chuckled for a moment but quickly turned serious again. “She also gave me a picture to give to you, but I never got the chance. I’d finally decided to talk to you after class, but that was the day of our fight.”

Lilly remembered that day well. It had been a few weeks since Bianca left and Lilly was still bitter about what Yang did. When they were called up, Lilly had been dying to get revenge, just like in Miss Goodwitch’s class. Looking back, Yang had held back, allowing Lilly to take the lead for a while. Near the end, Lilly shouted about getting revenge for Bianca and managed to land a pretty solid blow. Victory was close, so she taunted Yang, saying she should have been the one to leave, not Bianca. Lilly was unprepared for Yang’s Semblance strike, only managing a clumsy block with her left tonfa, which shattered from the impact. The blow threw Lilly back, ending the fight.

Yang seemed to remember all of the details as well. “When you shouted about Bianca, I got distracted. Then, you kept saying how it was my fault and I just lost control. I was so angry, I stormed out of class afterwards, dashing any chance of ever talking to you. I didn’t realize until later that I had ruined my chance at honoring Bianca’s request. I ended up being just as mad at myself, but there was nothing I could do. I held onto the picture, though.”

Yang reached into her pocket, pulling out an old photo and handing it over. Lilly’s eyes lit up as she recognized the image. In it, Bianca and Lilly sat cheek-to-cheek on the bus for a school trip. Bianca wore a goofy expression, causing Lilly to laugh as the photo was taken. It was one of her favorite days at Signal, but she had somehow lost her copy of the picture over a year ago.

“Y-you mean she really _did_ do it on purpose?” Lilly asked, clutching the photo to her chest. “D-did she ever write again? What happened to her? How is she?”

Yang looked behind her, where Blake stood with a comforting smile and a hand on her partner’s shoulder in silent support. “Blake, remember that box I ga– yeah, that’s the one.” Blake had already pulled a small box from under her bed and handed it to Yang, who opened it slowly. “We wrote each other a few times a year, giving little updates and sending photos.” Yang pulled out a few pictures from the top and handed them over. “She’s doing much better, although she still has scars from our fight. She’s actually studying to be a nurse now and dating a guy she met about a year ago. She even managed to route her flight through Vale to see me right before Beacon started. We only had a few hours together, but it was so good to finally see her again.”

“Is that why you went to Vale right before school started?” Ruby demanded. “Dad was furious. Good thing he sent me to find you, especially after what happened at that club.”

“Hey, I thought I told you to keep that quiet!” Yang laughed. “Besides, what was I supposed to do, stand her up? She came all the way from Mistral to see me, after all.”

Lilly eagerly flipped through the photos, some of which showed Bianca with some guy she had never met. _She looks so happy. Would she have been this happy here? Is this really all because of what Yang did?_

“Why didn’t you ever tell me?” Lilly begged. “All this time, I’ve hated you _so_ much. I mean, I wanted to wipe the floor with you today. It was like Signal all over again.”

“I made a promise not to tell you,” Yang explained. “When you came to Beacon, I could tell you still hated me. Shoot, I couldn’t even blame you. I’d hate me too.”

“Then why are you telling me now?”

“I told her I still wanted to tell you the truth, but she was pretty hesitant. After all the crap we put each other through, she doubted you’d believe me, so she made me wait until _this_ came in.” Yang set the box down, pulling out a single, sealed envelope. “I wasn’t sure how to bring it up, especially after this weekend’s _adventure_ , but now’s as good a time as any. She said it would explain everything and includes her scroll number.” Yang extended the letter to Lilly, who quickly snatched it.

As she looked over the envelope, Lilly decided it was best read in private and delicately tucked it into her pocket as the tears began to flow freely. Her stomach was twisting in knots as she fought to get a grip on everything that had happened. The hatred she had always felt for Yang was at war with the joy of finding out Bianca was okay, both clashing with confusion as to what to do next.

“We’ve both made mistakes, but I’m done running from this.” Yang continued. “I don’t care if you still hate me. If you want to dwell on the past, you’ll do it alone.” Yang grabbed Lilly’s shoulder, grip tightening as her tone became serious. Her eyes sharpened, glowing a deadly red once more. “But don’t think for a second that I’ll put up with it. You think _you’ve_ had it bad? I’ve spent the last two years putting up with your crap, unable to say anything because I made a promise.”

Lilly tried to say something, but all that came out was a choked sob.

Yang took the lead instead, managing a small smile as her eyes returned to normal. “Bianca wanted us to be friends, but I screwed that up. It’s my fault for not being brave enough to talk to you. Maybe if I had apologized sooner, things could’ve been better.” Yang shook her head solemnly. “All I do know is that it’s time we let go of the past. I think we should start over.” Yang did her best to appear friendly as she stood up straight and held out her hand. “Hi, I’m Yang. Let’s be friends.”

Lilly felt her anger finally lose out as she stared at the proffered hand. _After all I’ve done, she just wants to forget and start over? Is it really that easy?_ Lilly doubted it, but she was desperate to try.

Yang froze for a moment as Lilly rushed forward, wrapping her in a tight hug. Yang's arms gently encircled Lilly as she began to sob quietly, the rest of the room silently edging out of the door. Honey was the last to leave, a huge smile plastered across her face as she shot a thumbs-up to the pair and closed the door behind her.


	14. Rebuilding

The previous evening had been a dream come true for the quietest member of the team. Honey and Randi let the rest of Team RWBY hang out in their room to give Yang and Lilly some time to talk, but it was short-lived. Weiss reminded them all that they had detention with Miss Goodwitch still, which Honey had honestly forgotten about. Waiting until the last possible moment, the five of them grabbed Lilly and Yang before heading to detention, barely making it in time. With how angry Miss Goodwitch was with Yang earlier, it would’ve been suicide to be late.

After dinner, Lilly had slipped into the bathroom with her letter from Bianca, intent on reading it away from any prying eyes. Neither of her teammates cared to invade her privacy, although they couldn’t help but smile at each other when they heard the excited chatter through the door. The scroll call lasted until nearly lights out, forcing Honey to take the shortest shower of her life. Considering how much the call meant to Lilly, she was glad to sacrifice a little comfort in exchange for her partner’s happiness. The last thing Honey saw before drifting off to sleep was the faint glow of Lilly’s scroll, no doubt still exchanging messages with Bianca.

Honey stretched lazily on her bed as the familiar tune of Weiss’s voice roused her in the morning. The song was cut short as Lilly quickly silenced her alarm. Honey glanced over at Lilly to see her carefully looking over the photo Yang had given her. _Glad to see things are finally working out for us._ The drag of Lilly’s antagonism toward Yang had been a real damper on Honey’s mood all semester, but things had finally been fixed for them. As her eyes drifted past Lilly and came to rest on an empty mattress, Honey sighed quietly. _Well, at least some things are better._

Smit had been forced to sit with the team during detention the previous night, but clearly was still in no mood to talk. Honey wanted to say something, but didn’t want to risk the ire of Miss Goodwitch. As soon as they were released, Smit had bolted from the classroom and disappeared down the hall without a word.

_Figures. Lilly finally starts getting along with Yang, only to isolate Smit at the same time. Is it too much to ask for one day without all this drama?_

Classes flew by the same as the day before, ending with a lecture day in Combat Class on weapon maintenance. Smit continued to avoid them, making Honey wonder just how long the silent spat would continue. With the end of their first semester rapidly approaching, Honey worried that the team would head into the break still fractured. She doubted being apart from each other over the break would miraculously fix everything, so she hatched a plan.

It was after dinner that Honey decided to finally broach the topic. She waited until right after Lilly got out of the shower, hoping her leader wouldn’t leave the room while her hair was still wet. It was the best chance Honey had at cornering the girl.

With a deep breath, Honey addressed the room. “So…what are we gonna do about Smit?” She had agonized over how to bring up the topic before finally giving up and going with the direct approach. _After all, it seems to always work for Smit._

Lilly put down her scroll to turn to her partner. “What do you mean?”

“He’s been avoiding us for a few days now. How are we gonna get him back?” Honey clarified.

“He’s welcome to come back any time.” Lilly answered, pointing to his empty bed. “No one is preventing him from sleeping in the room.”

Honey felt an uncharacteristic frustration bubbling up. “That’s not what I mean. I want our team back together.”

Things hadn’t been the same without Smit. Honey missed the stupid jokes and boisterous laughter of their absent teammate. Randi had been far quieter lately as well, basically cut off from the team by the empty mattress. While it was great to finally get along with their neighbors for once, Honey felt she’d prefer things how they were a week ago. _Pretty sad when I miss the days of Lilly griping about Yang constantly, but at least the team was getting along._

Lilly disagreed, it seemed. “After what he did, I’m not sure how we can ever go back to the way things were. Besides, it’s not like he’s trying to fix things either.”

“Maybe we shouldn’t be waiting on him to fix it then.” Honey struggled not to trip over her words. She had always tried to hold her tongue on the Yang issue, only to watch it fester and nearly explode in their faces. Honey had thought it would be best to slowly ease her partner into the issue, but that had failed spectacularly. _Guess I’ll have to push here if I want anything to happen._ “If he won’t come to us, then we’ll just have to hunt him down.”

Honey rose from her bed and headed for the door, hoping the others would follow her. Instead, Lilly mercilessly pointed out a fatal flaw in her plan.

“You don’t even know where he is.”

Honey’s hand hovered an inch above the door handle. _She’s right. How am I supposed to fix this if I can’t even find him?_ Dinner was still being served, so he might be in the cafeteria. Then again, he usually spent a lot of time in the training rooms. He had to be sleeping somewhere, so he could easily be in whatever room that was. Maybe he was taking a shower in the locker room.

Honey’s mind raced to come up with a plan, but any location was as likely as the next. With an aggravated groan, she turned around and said, “Then I’ll just have to search the whole school. I’m definitely not going to find him by sitting around here all night.”

Honey smirked at the surprised look on Lilly’s face, even if a part of her noted that it was probably a sign of how much of a pushover they saw her as. _It doesn’t matter. I’m sick of letting others’ disputes run my life. I’ve always taken a backseat and suffered because of it. For once, I’m gonna stand up for myself._ Honey turned to open the door…only to stop at Lilly’s next question.

“But do we really want him back?” Honey gasped in response, to which Lilly stood up to clarify. “I mean, I watched him _kill_ someone right in front of me. When I tried to confront him, we all heard how he lashed out in response. He had no remorse whatsoever. I…I’m just not sure that’s the kind of person I want on our team.”

“Is it really that different from Blake?” Randi’s sudden interjection caught them both by surprise. Randi had spent the entire conversation staring at the wall while sitting on her bed, listening carefully but deep in thought. Now, the wolf girl slowly turned to face Lilly.

“What?” Lilly asked, confused by the question.

“Just a few days ago, you helped Yang find her partner, even after you found out she was White Fang,” Randi said, shrugging as she did so. “You were willing to chase down a known terrorist for someone you hated, but you won’t go after a friend?”

“That was different!” Lilly protested.

“Was it? Do you think Blake never did anything wrong?” When Lilly didn’t have an answer, Randi continued. “She was a member of the White Fang. I doubt her hands are clean, yet you brushed that aside and helped them track her down, just so they could talk to her.” Randi paused, sighing as her eyes softened. “I agree that what Smit did was terrible. I doubt Honey approves either. But someone once told me that no one was beyond redemption. Maybe we should give Smit that chance.”

Randi’s words hit Lilly hard, muscles tensing as something struck a nerve. Honey wasn’t sure how Randi had managed to drive home the point so easily, but was glad to see it working. Maybe she should’ve felt bad that Randi knew her partner better than she did, but at the moment she was just glad someone was getting through to her. Lilly sat with her face towards the ground, eyes darting back and forth as she argued internally. After several silent seconds, Lilly finally looked up and spoke.

“Fine,” Lilly relented, unhappy with the outcome but not willing to resist it further. She stood and walked over to Smit’s bed, grabbing his pillow as she spoke. “I’ll give him _one chance_ to convince me. Not sure if I can get a good lock with this, but I’ll see what I can find out.”

The room grew quiet as Lilly concentrated, trying to figure out where Smit might be hiding out. Honey silently mouthed a “thank you” to Randi, who merely nodded in return. It took a minute or so before Lilly finally put down the pillow and turned back to them.

“The image was pretty rough, but it looks like he’s in one of the training rooms right now.” Honey reached for the handle once more, but stopped as Lilly’s hand came to rest on her shoulder. “Maybe…maybe I should go alone. If we all go, he’ll feel like we’re ganging up on him. Might be better to do this one-on-one.” Lilly didn’t sound thrilled with the idea. “Besides, I’m the one that drove him away. Only fitting that I be the one to bring him back.”

Honey was torn on whether or not to agree. _She’s probably right. Last time, it was the three of us against him, so he probably felt like staying was a bad idea. Then again, Lilly was more aggressive and pushed him away, so is she really the best choice to send? But would either Randi or I be better?_ Honey knew she’d probably end up forgiving him right away just to get him back. Randi, on the other hand, might be a good choice. _She is his partner, after all. She’s also pretty levelheaded, so she won’t fly off the handle if he pushes back._

Honey looked to Randi to suggest she go instead, but Randi was already shaking her head in response. Begrudgingly, Honey stepped aside and let Lilly leave, catching the door to keep it from slamming shut behind Lilly. _She didn’t seem too happy with the idea, but at least someone is actually doing something about it. Not sure why Randi declined, though._

As if she was privy to Honey’s thoughts, Randi explained, “She’s right, you know. Smit won’t respond well to being surrounded. It may just push him even further away from us. As team leader, it’s Lilly’s responsibility to address the split.”

“I know,” Honey relented. “I just hope she can control herself this time. If she lashes out at him, I’m not sure he’ll ever want to come back.”

Randi carefully flipped open Blake’s book as she assured Honey of the plan. “Don’t worry. I have a feeling things will work out.”

/- - - - - - - - - -/

“This way, Smit!” The older man called out as Smit stumbled forward. All around them, the flames grew higher, threatening to engulf them at any moment. Smit’s aura was on the verge of breaking, but the man beside him had no such protection and was already limping, an arm over Smit’s shoulders for support as the two wound their way through the fiery maze, searching for an escape. “We’re almost there. Just a little further.”

Smit’s hands ached as he shifted the man’s weight again, careful not to lose hold of him in the process. The air was thick with smoke, but Smit knew it wouldn’t take long for them to get out. _Just a few more turns and we’re free. The entrance was pretty open, so I doubt there’s anything blocking the path. Would’ve heard the roof collapse if that was the case._ Somewhere behind them, a series of explosions sounded, the fire having found more of the dust containers. The sounds were far enough away not to concern him too much, but he warily looked back, spotting more containers that the flames were descending on. _Gotta hurry. Only a matter of time until those go off._

They rounded another corner and Smit was relieved to find the smoke was thinner here. Brief flashes of blue light heralded the proximity of the exit, meaning emergency personnel should be ready and waiting when they got out. _Good. We’re gonna need it._

The old man wasn’t the only one with injuries. Smit’s aura had been slowly eaten away by the fire, but had been strained to its limit rescuing the guy. He tried not to look at his hands, knowing they had taken the brunt of it and would look terrible. Worse, the complete lack of pain told him the burns must have gone deep enough to cause nerve damage.

The pounding of feet to their right told Smit they weren’t alone. “Hey! Over here! We need help!” Smit called out, choking as the smoky air invaded his lungs. The sound stopped for a moment, so he called out again. In response, the footsteps started to grow louder, whoever it was zeroing in on their location. “It’s gonna be okay,” he assured his passenger. “Help is on the way.”

Smit turned as he heard whoever it was push through some boxes behind them. “Thank goodness. We–” He cut short when he saw the figure, realizing they weren’t there to help him. Instead of the expected emergency gear, this guy wore a white button down and black pants. While not an unusual combo, it was the face that gave him away. Smit glared angrily at the new arrival.

The familiar mask of the White Fang stared back.

“You!” Smit roared, nearly dropping the man he was holding up. “You did this! How could you?”

The White Fang grunt ignored his question, shoving through him as he limped towards the exit, clutching his side. “Outta my way, kid!” Smit fell back, dropping the older man to the ground, who groaned in pain as he landed hard, clutching his leg. Smit felt his anger burning inside as another explosion – much closer this time – shook the building. The grunt ahead stumbled and fell to his knees. Before he could recover, Smit tackled him from behind, the two tumbling forward together.

The White Fang grunt shambled to his feet to face his opponent, catching a fist to his face for the effort. His arms came up to block, but the blows continued to rain down. A blow to the guy’s wounded side earned a groan of pain. With unrelenting hostility, Smit laid into the faunus, easily breaking his guard open after several strikes. Still, his fists flew, audible cracks sounding as he impacted the mask. The flames continued to close in, but Smit didn’t care, pushing his opponent back towards the nearest wall with each strike.

All that mattered was vengeance.

The mask finally began to crack under his assault, his hands now engulfed in flames as he made sure his victim wouldn’t rise again. With a shout of rage, he lunged in a final time, a satisfying crunch snapping the mask in half as his opponent finally fell, never to rise again.

The flames vanished as a shirtless Smit panted for air, a burning building quickly giving way to the Beacon training room once more. For what had to be the third time that night, Smit waited for the haunting images to end and kicked the punching bag towards the others, each with broken seams and burn marks covering them. He winced as he brought his hands up in front of him, staring blankly into the flames before they slowly receded to nothingness.

His memories had gotten worse since the incident at the docks. He no longer only faced that reality in his dreams now. Worse, the final image had changed. Before, he always saw the familiar face of the faunus in the refinery. Lately, it seemed his mind was intent on replacing the image. First, it was that White Fang girl he had killed. Then, other faces from the docks filtered in. He could get over those for the most part, but things had turned ugly.

Last time, it was Blake’s face that stared back at him.

This time, it was Randi.

The image still clung in his mind, his own partner battered and broken, her blood literally on his hands. _What is wrong with me? I’d never attack one of them! It’s only the White Fang that deserve such a fate, not my friends!_ Smit tried to reassure himself, but Lilly’s words chilled him.

_What happens when you can no longer tell the difference?_

Smit was sure he wouldn’t just suddenly snap and go after his friends for no reason, but that wasn’t the point. _Blake used to be one of them._ What if she went back to them? What if she tried to defend them from him? In the heat of the moment, would he see her as just another target? If he did, the rest would probably turn on him. Would he someday see them as sympathizers as well?

Smit shook the thoughts from his head as he walked over to the closet and grabbed another punching bag, carrying it over his shoulder and returning to the stand to hook it up. _Good thing the school buys these things in bulk. I’ve got a lot of issues to work through._

He readied himself, ungloved hands raised into their usual guard as he prepared for another round, pausing briefly as he heard the door across the room open. These training rooms were available to all students, but the older students usually stuck to the specialized rooms, meaning he rarely saw anyone else. Once or twice, another first-year had come in, but they rarely stayed long and none of them ever addressed him. He jabbed the bag a few times, focusing more on footwork this time as he danced side to side every few strikes. A meaningful cough behind him made him turn. Halfway across the room, Lilly stared at her teammate.

“What do you want?” he asked with a snarl. _Great. Another lecture. This oughta be good._ The coarseness of his question made Lilly take a step back, but she recovered quickly, evidently determined to see whatever this was through.

“I…I just want to talk.” Lilly took a few steps towards Smit, keeping a respectable distance. “I think we handled things poorly a few days ago.”

“I’ll say.” Smit rolled his eyes at the obvious conclusion.

“I still think what you did was awful, but now the team is in shambles. I want to fix that.”

“Fix the team, or fix me?” Smit shot back, still on edge from the lingering images.

While Smit was grateful that she hadn’t brought the whole team with her, he was pretty sure he knew what came next. Lilly’s tone reminded him of the psychiatrist he had seen after the refinery incident in Atlas. _They act like they want to help you, but really, they just want to change you._

“What’s that supposed to mean?” Lilly questioned.

“Simple,” he replied. “What do you actually want from me? An apology? A promise to never do something like that again? A confession of all the sins of my past?” Smit’s voice rose with each question, a visceral growl hidden beneath each. With a deep breath, Smit calmed himself before continuing. “None of that’s about to happen. I am who I am. I did what I did. If you can’t accept that, then I doubt we have much to discuss. Not like you’d ever understand.”

Smit turned his back on Lilly and continued punching the bag, enjoying the chorus of thwacks it created. He knew he was poking the bear on this one, but lashing out felt good. Much better than hiding from his team for the last few days.

“You’re right.”

Smit paused for a moment, masking the hesitation by stabilizing the bag with his off-hand.

“I don’t understand. I can’t imagine what would drive someone to do what you did. I know I’ll never agree with what you’ve done,” she hastened to add, “but I’m willing to listen.”

Smit turned to face her once more, looking over his team’s leader, trying to judge her sincerity. With a sigh, he asked, “Did Honey put you up to this?”

Lilly’s red face and hesitation made it obvious this wasn’t her idea. “She…may have insisted on talking to you, but it was actually Randi who convinced me.” Smit chuckled at her admission.

“That’s not surprising. How’d she manage to do _that_?” While his partner’s perceptiveness made her pretty good at arguing, Lilly’s stubbornness was legendary. _She held a grudge against Yang for at least two years now. We’re only on day three for me._

“She threw my words back in my face.” Lilly sat down on a nearby bench with an exasperated huff. “Hard to argue with myself.”

“That certainly sounds like my partner.” Smit had tried to bait Randi into little debates, but she always found a way to shut him down early, which stole all the fun from it. Plus, she never really got angry. Arguing with Lilly was much more enjoyable, as she was easy to mess with and could get emotional at the drop of a hat.

“Anyways, I said I would listen, so here’s your chance,” Lilly said.

“What’s the point?” he responded, leaning against the wall beside him. “You said yourself you’ll never agree. I’m not gonna convince you and you can’t convince me. This is all a waste of time!”

“Listening to a friend is never a waste.”

 _Friend? After what I did, I’m surprised she didn’t report me, but now she’s still calling me a friend?_ Again, he searched her face for any signs of insincerity, but came up empty. From what he could tell, she was genuinely interested in hearing him out. The question was, did he want to be heard?

Smit never liked talking about the incident back in Atlas. The only time he had mentioned it in the last three years was when his team asked him about himself at the start of the semester. Even then, he had just glazed over it, not willing to go into all the details.

When he was back in Atlas, he made the mistake of sharing his story with a friend at school. It felt good to let it all out for once, but the guy must have told a teacher or something, because the next day found him meeting with a shrink. Regular therapist visits, teachers treating him differently in class, classmates trying to assure him it would be okay – it was all sickening to the point he decided to clam up about it. He went through the motions with the psychiatrist until they finally decided he was better, regardless of whether he was or not. All they accomplished was helping him conceal it better.

“You really want to know?” Lilly nodded, eliciting a tired sigh from Smit. “Do you know how I got my Semblance?”

Lilly sat quietly, trying to recall if he had ever told them. “I don’t know. What happened?”

“It was back in Atlas when I was younger,” Smit began. “Mom was a Huntress a while back. One of her missions went south, killing two of her teammates and injuring her leg pretty bad. Thankfully, her last teammate helped her escape. Her leg had to be amputated.” Lilly winced at the result but remained silent so he could continue. “The trauma of it all broke her. Between the medical bills and trying to get help for her emotionally, we went into a bit of debt. Dad’s refinery job only paid so much.

“With all the crap going on with the SDC, several faunus employees walked out on the job, including the foreman. Dad was a hard worker and always took extra hours when he could, so they gave him the job. The boost in pay was really helpful and we were soon paying off all the loans again. Of course, nothing ever goes that smoothly for long.”

“What happened?” Lilly asked, knowing some of the basic details but hoping to keep him talking.

“The White Fang happened,” Smit growled before calming himself once more. “The SDC needed a lot more dust due to the White Fang robberies and worker walkouts, so he volunteered to work longer hours with a small crew to boost output. That evening, I decided to go meet him after work. You know, sorta cheer him up after a long day of work. I was still a ways away when the bombs went off.” Smit’s jaw clenched as the memories began to flood back once more. “Most of the crew got out fine, but Dad and three others were missing. Before they could stop me, I rushed in to find him.

“I ran into one of the workers along the way. He said Dad had freed him from the break room, so I took off in that direction. I found him deeper in the building, pinned under a burning beam that had fallen and landed on his leg. The other two workers were killed by the collapse. Dad told me to leave him, but I refused, lifting the beam enough for him to wiggle free, even though it fried my hands in the process. I helped him stumble back towards the exit, but we ran into one of the White Fang grunts on the way.”

Smit’s hands clenched as he relived the moment once more. “His buddies had abandoned him and he was searching for an exit. He shoved by us, knocking Dad down in the process. When he cried out in pain, I just lost it.” Flames began to form around his hands. “I rushed the guy, even if he was a lot bigger than me. Managed to catch him off-guard and started pummeling him. At first, it didn’t do much, but then my hands burst into flames.

“I kept punching until he stopped moving…then I hit him some more. Blow after blow, I vented my anger on the figure, uncaring for how much each strike hurt my badly burnt hands. When the mask finally gave way, I realized it was the previous foreman. That just made everything worse. Dad had to crawl over and drag me off. I mean, this was a guy that knew everyone there, yet he was willing to sacrifice them without a second thought! He deserved to die! He _needed_ to die!”

The images finally faded again, leaving only Lilly before him, stunned into silence. The shock on her face was enough to make him extinguish the flames on his hands once more.

“Of course, I freaked out when we got outside, since I couldn’t figure out how to stop the flames on my hands. Managed to douse them by diving into a snowbank.” The memory helped Smit relax, imagining what it must have looked like when he shot by everyone to get to the snow. “Once again, the bills piled up, since Dad was off his feet for a few weeks and the refinery was closed for repairs. The SDC actually covered a lot of his medical expenses, but we still had debts to pay and no income for the time being. Even when the refinery reopened, Dad couldn’t work as much. I ended up taking a small job there to help out, lying about my age so I could work part-time.

“A lot of people think my Semblance looks cool.” Smit commented, bringing his open hands up in front of him. “I don’t. All I see is that night. The burnt corpses. My dad trapped in an inferno. All I see is a fiery refinery and the monsters who caused it. My hands ache every time I use my Semblance – a constant reminder of what happened.”

Smit held his hands out in front of him, revealing his palms to Lilly. Much of the skin there was darker than the surrounding area, slightly raised lines darting across in different directions. Smit was sure some thought his gloves were a fashion choice. The truth was, he just wore them to hide the constant reminder.

“Our family struggled after that, until the Headmaster of Alsius heard about what happened and offered me a spot in his school. Even let me work on-campus a bit for extra money. Of course, I just wanted to get strong enough to get revenge.” Smit’s eyes locked onto Lilly’s. “Those monsters nearly stole everything from me. They attacked my family and left me scarred for life. Worst of all,” Smit lowered his head, a forlorn look in his eyes, “they made me into a monster as well.”

The terrified face of the White Fang girl pushed its way back into his thoughts. The wide eyes stared at him not in anger, but in fear of the monster before her. _I never wanted it to be this way!_ He never thought he’d take it as far as killing. Then, when faced with the reality of what he had done, his mind tried to justify the killings. It was so much easier to lie to himself than accept what he had done.

In spite of all his bluster, he knew what he did wasn’t reasonable. Sure, the White Fang had done some awful stuff, but one evil does not justify another. Problem was, that’s easier said than done. Seeing those grunts right in front of him, trying to hurt him and his friends, had made him lose control. Then, his own team, the only people he felt he could trust, had turned on him. He couldn’t even blame them for it. Being forced to confront his inner demons and losing to them had pushed him to lash out.

“That’s not what I see.”

Lilly’s whispered words sucked all the air out of the room. Calmly, she stood and walked over to him, gently taking both his hands in hers so she could see the scars up close. Up close, she could see that the skin was redder on the edges. Lilly gently traced a line across one of his ruined palms, finger bouncing over the subtle ridges along the way. Carefully, she released his hands once more, looking up to meet his gaze as she stepped back.

“I don’t see a monster. I see someone who is hurt, thrashing about in pain. Someone who holds onto the past so hard, it burns.” Smit snorted quietly but decided not to ruin the moment by pointing out the Yang-like pun. “They hurt you, so you thought you had to hurt them back, but that’s a vicious cycle to be caught in.”

“They still deserve to pay for what they’ve done.”

“I agree, but not like that. It’s not worth losing yourself over,” Lilly said. “A certain blonde idiot recently told me that I needed to move on from my past. Maybe it’s time you do the same.”

 _Move on? Just like that?_ “I’m not sure it’s that easy.”

“Trust me, I know,” Lilly sighed, grabbing a pair of trainer’s mitts from the wall. “We can’t change the past, but we _can_ decide our future. Maybe the two of us can work on that together.”

Without warning, Lily swung for Smit’s head. He ducked quickly, the mitt sailing above him. Lilly tapped the padded mitts together, then held them up in front of him.

Smit smiled as he struck one of the pads, forcing Lilly to adjust her stance. As the tension in the room fell, he jokingly asked, “Are we having a moment here? I never knew you cared so much.”

Lilly’s swing came in a little lower, barely brushing his arm as he leaned back.

“If you try anything, I’ll tell Yang you tried to kiss Ruby.”

/- - - - - - - - - -/

Honey looked up from her textbook as the door opened. To her delight, Lilly and Smit both walked in, joking as they went.

“I’m pooped,” Lilly exclaimed as the door closed. “Dibs on first shower.”

“I thought we were doing things together now.” Smit waggled his eyebrows, earning a well-deserved kick to the shins.

“Only in your dreams, idiot,” Lilly laughed back. “On second thought, not even then.”

Their banter continued as Honey leaned back on her bed. The smile that crossed her face was nothing short of euphoric. _Team LHSR is back together! Nothing can stop us now._


	15. Back to Beacon

“So, you’re from Vacuo, right?” Lilly asked the girl sitting beside her in the bullhead. “Are you here for the Tournament?”

“Sure am,” the girl in green replied. “I’m Dew, by the way.”

Lilly shook Dew’s hand with an embarrassed smile. _Didn’t even introduce myself before I started interrogating her. Who am I, Weiss?_ “Oh, my name’s Lilly.”

Dew flashed a quick smile. “Nice to meet you. The rest of my team got here before me. I’m guessing you’re from Beacon.” Dew glanced down at Lilly’s school uniform as an explanation, to which Lilly nodded. “Any idea who will be competing for you guys?”

“Unfortunately, no. They haven’t finalized the teams yet.” Like most of her classmates, Lilly was a little anxious to find out who would be chosen. Miss Goodwitch claimed that there were a few teams still being considered, so no final decision had been made yet. With all the pressure of hosting the Vytal Festival and arranging missions for all of the students, including those from the other schools, Lilly figured it would be a while still.

Of course, Port’s claim of keeping it all a secret to gain the upper hand couldn’t be discounted either. After all, if you didn’t know who would be competing, you couldn’t focus your research on those teams. _By the sounds of it, Shade is keeping quiet on their selections as well. Guess nobody wants to give up any advantage._

“I’m hoping my team makes it in,” Lilly said. “What about you? Have they said anything for Shade yet?”

Dew shook her head with a light laugh. “We’re as in the dark as you are, I’m afraid. I think my team has a good shot, but we’ll just have to wait and see. I’m sure they’ll let us know soon enough,” Dew shrugged as she turned to look out the window between them. Lilly followed her gaze to see that they were getting close to Beacon, a mixture of excitement and dread welling up in her. While she was looking forward to seeing her team again, she felt they could’ve used more than two weeks off from classes.

The bullhead banked softly, gradually decelerating as it rounded the school grounds towards the landing platforms. It was easy to spot the few other Beacon students on board. Unlike the new arrivals plastered to the windows, the handful of returning students spared no more than a glance before they began preparations to disembark. Lilly followed suit, grabbing hold of her suitcase as she stood and nodded to Dew. “Looks like we’ll be landing soon. It was nice meeting you.”

“You too,” Dew responded, waving once towards Lilly blindly, eyes still glued to the window as she took in the splendor of Beacon. Lilly took the opportunity to push towards the ramp, reaching it just before the bullhead landed. To her and the other Beacon students, the magnificent architecture was nothing more than home.

With the number of students on board, Lilly made sure to hastily get down the ramp and step off to the side. Ahead of her, Cardin strutted down to where the rest of his team stood waiting. They quickly exchanged high fives and fist bumps before the other three fell into their usual formation behind Cardin. _Say what you want about those four, but they sure are a loyal bunch._ To be honest, CRDL wasn’t as bad as they used to be. _Cardin’s still an arrogant jerk at times, but they really haven’t bullied anyone since our trip to Forever Fall._ _They pretty much just ignore everyone else nowadays._

A squeal of excitement rang out to her right as a trio of girls waved Dew over, the one with short, purple hair rushing forward to hug her teammate. All four of them began a hurried conversation, each speaking at the same time. How any of them could understand a single word was beyond Lilly.

She waved at Sun, but he was busy talking to a tall, blue haired boy as the two brought up the rear of the parade. The pair were oblivious to those around them as Sun pointed to different areas of the school, rapidly spitting out details as they made their way to the front entrance. Lilly hadn’t seen Sun since their detentions together, but Yang had told her that he hung out with them from time to time. Yang also mentioned that he seemed _really_ interested in Blake.

All around her, the school hummed with activity. A bright flash to her right let her know Velvet was practicing her photography again. Randi had met Velvet’s team after the incident with Cardin and became good friends with the bunny girl. Some of the guys she had spotted at the Team Ceremony were clustered under a large tree, quietly eyeing the new arrivals and chatting with one another. _Guess some things never change._

Even the buildings were bursting with life. Several of the dorm windows were open, Blake sitting with one leg dangling outside as she read some book and basked in the warm sunlight. Professor Port was at the entrance, instructing the new arrivals where they should gather to get their room assignments, his booming voice carrying across the entire campus and possibly deafening those in front of him. A chorus of birds sang out from scattered perches, interrupted occasionally by a solitary crow, which flew erratically side to side as it made its way towards the tower.

Lilly closed her eyes and inhaled deeply, taking in the familiar scent of oak trees from the nearby forest mingling with hints of the cafeteria and a dash of some overzealous first-year’s body spray. “Welcome back,” Lilly quietly whispered to herself and headed towards the dorms.

The past two weeks had flown by far too quickly. Lilly had looked forward to the peace and quiet of being home. Instead, she had been busier there than a typical day at school.

The first night, she had to tell her family all about Beacon. Most of it was stuff they already knew from her calls during the semester, but they had listened attentively to each story anyways. Of course, she could’ve done without the smug grin from her mom when she told them about fixing things up with Yang. The “told you so” look stayed plastered on her face for the rest of the evening.

It was a little weird to wake up alone in her room the next morning. She had left her alarm off, only to awaken at her usual time anyways, proving her internal clock was still set. The room was too quiet for her, having gotten used to sharing with three other people. Honestly, she missed the noises of her team. Even Smit’s snoring. With how silent it was, Lilly’s room just felt lonely.

Everything felt different at first. Many of the games and trinkets in her room no longer interested her as much. Instead of lounging around before breakfast, she found herself jogging up and down the road. When she had decided to go shopping that afternoon, Violet seemed shocked to be invited along. Her sister’s rambling attempts at telling stories, which used to drive her nuts to listen to, seemed fascinating all of the sudden. It took a few days for Lilly to realize the truth.

Home hadn’t changed. She had.

Every day was a challenge of how much she could be dragged into. Dad wanted to have a father-daughter dinner in town. Mom insisted on hearing more about her team. Violet dragged her to the gym to show off how much she’d improved. Being the kind, loving, older sister that she was, Lilly had made sure to challenge her to a spar, mercilessly crushing her younger sister as always. Violet had definitely gotten better, but Lilly was still the bigger and more experienced fighter. Honey had even swung by for dinner a couple times, since she was visiting Ruby during the break.

As Lilly got on the elevator to the dorms, a smile crept across her face at the memory of meeting Violet’s “friend” three days ago. The poor boy was so nervous when Violet dragged him over. Overall, he seemed like a good kid, but Lilly wasn’t about to miss out on the chance to embarrass Violet and had asked his intentions with her sister. She thought the guy was gonna faint when Lilly demanded they fight to see if he was worthy of her. Sadly, Violet had ruined the fun, but their bright red faces were totally worth it.

Lilly quickly made her way to her team’s room and opened the door, only to get the wind knocked out of her as Honey rushed up to give her a hug.

“You’re finally here!” her partner yelled. “How was your break?”

“Good to see you too, Honey.” Lilly nodded to Smit and Randi as she pried the small girl off. “It was nice to have some time off and go home. What did you guys get up to during the break?”

Honey stepped back and began rattling on about her visit with Yang and Ruby. “Ruby, Yang, and I went shopping and saw a movie. Their dad was pretty funny, but Yang told me he was always trying too hard to be cool. Their uncle dropped by for a few days as well. They also have an adorable little dog named Zwei! He was so cute! I wish we could have brought him back with us.”

Lilly patted Honey’s head as the girl actually looked sad at not being able to smuggle the dog into Beacon. “What about you two? Do anything exciting?”

“Nah, not really.” Smit sat up on his bed, swinging his legs over the side as he stretched, earning an audible crack from his back. “Would’ve cost too much to fly all the way back home, so I stayed here. The school let me and a few others stay in the dorms and earn some money helping out around the place. Blake was here too, but she pretty much just did paperwork for the counsellor the whole time.”

Lilly wasn’t even aware they had a counselor. “What did they have you doing?”

“Pretty much just whatever they could think of,” Smit shrugged. “Most of us helped clean in the mornings, but I did some work with Goodwitch and Port in the afternoons.”

“What on Remnant would Port need help with?” Lilly wondered aloud.

“Mostly, he just had me follow him into the Emerald Forest to hunt Grimm. Said that with all the students gone, he was needed to thin out the herds, so to speak. I never actually saw him fight any, though.” Smit raised a single eyebrow, “All he wanted me to do was carry his left shoe the whole time, saying he might need it later. When I asked about the lack of Grimm, he just laughed and said they were all too afraid to face him. That man has a few screws loose, if you ask me.

“Goodwitch just had me looking over acquisition paperwork for her. It was basically gibberish to me, but she insisted I highlight any coffee-related requests.” Lilly felt as confused as Smit looked at the moment. “Was supposed to help Oobleck with some sort of research, but he got tied up at the last second with some archeologist named Henry Brown.” Smit looked around at each of his teammates and asked, “Seriously, am I the only one who questions the sanity of these people?”

Lilly ignored the joke and turned to Randi. “And what harrowing adventures did you have, Randi?”

“Nothing much,” Randi said. “Decided to backpack around Vale for the two weeks. Visited quite a few villages along the way.”

“Anywhere stick out to you?”

“Most were pretty normal, but I did feel a little weird in this one place. I think the name was Magnis.” Lilly had never heard of the place, but nodded along nonetheless. “The area was nice enough, but the people always seemed to be on edge. Acted like they expected something terrible to happen at any moment.”

“Anyways,” Honey cut in, her stomach growling along, “we figured we’d wait for you before we go to lunch. You need anything before we head over?”

Lilly’s bag bounced as she tossed it onto her mattress, suddenly feeling hungry as well. “Nope. Let’s go, guys.”

/- - - - - - - - - -/

With so many students from the other three academies arriving, the cafeteria was already packed by the time LHSR got there. Through the windows, Lilly could see more students sitting outside, having given up on finding seats and eating their lunches in the grass. The line for food was at least twice as long as she had ever seen it. _Hopefully, some seats will open up by the time we get through that._ There was a large variety of food on the tables themselves, but some of it had already been picked over, meaning there was no guarantee they would have anything good left at whatever seats they found.

Much to Lilly’s dismay, the tables were still crowded as she and her team surveyed the area, their full trays of food increasing the urgency of their quest. Looking down to her freshly cleaned skirt, Lilly decided sitting outside was out of the question. _Last thing I need right now is to get a bunch of grass stains. Really don’t want to have to do laundry again already._ As she began circling the tables, two teams stood up with their trays near the entrance.

“I see a table!” Lilly shouted, her words barely surviving the tumultuous chatter of the room. She pointed towards her target, leading her team through an aisle between tables towards the newly-opened seats.

Halfway there, three other teams descended on the table. As two of the leaders began to argue about who was there first, the third team wasted no time staking their claim. Lilly stopped dead in her tracks at the sight, finally noticing a few other teams along the walls, watching for openings as she was. _Great. Now what?_

“Tough luck.” Lilly turned as a seated Yang prodded her playfully with an elbow.

“Yang,” Lilly greeted with a nod, turning to the girls beside her in similar fashion. “Blake. Weiss. How’d you guys get a table?”

“Weiss-cream here got us a table early and scared everyone away until me and Blakey caught up.” Lilly had to stop herself from correcting Yang’s grammar. _Is it really so hard to say Blake and I?_

“Good thinking, Weiss,” Randi complimented, earning a respectful smile from the heiress. Suddenly, her team’s decision to wait for her to arrive was pretty aggravating. _Why didn’t one of them run ahead to grab us seats?_

“Where’s Ruby?” Honey asked, looking around for her friend.

“She’s back in the room. Said she had to put the final touches on some grand plan of hers. She’ll probably be here soon,” Yang answered, eyes looking past them to another table. “Juniper got in pretty early as well. Speaking of which, you may want to duck, Lil.”

Lilly quickly leaned to her left, narrowly avoiding a strawberry to the back of her head. Yang rose from her seat to catch it in her mouth, shooting a quick thumb up to the unknown attacker. Lilly looked back to see JNPR a few rows over. Pyrrha waved politely as Nora tried to get Ren to give her a celebratory fist bump. Jaune was busy covering his face with one hand in embarrassment.

“You guys ready for classes to start back up?” Smit’s question drew Lilly’s focus back.

“Not really,” Yang quipped. “I just got used to having some time off. Can’t wait for the next break.”

Unlike their first semester, the second had a break around the halfway mark, shortly after their first mission. It was only for a week, but Lilly could admit that she too was glad to have that extra rest scheduled in. Of course, it also meant the end of the year was pushed back a week as well, but it was a fair trade in her mind. The week after was the official start of the Festival, meaning no classes when they returned anyways.

“Well, guess it’s back to the hunt for us,” Lilly said as she turned to lead her team back down the aisle. “Be sure to tell Ruby we said hi.”

“Will do,” Yang agreed. Her head shot to the side as she pointed across the room. “Look! Another table just opened up!”

“Where?!?” Lilly nearly slipped as she turned to where Yang had pointed. None of the seats looked empty. Behind her, Yang snorted.

“Ha! That was too easy!” Yang laughed. “Anyways, good luck finding a table.”

With a frustrated growl, Lilly led her team to the end of the center aisle, quickly coming up with a plan to find a seat.

“Alright, here’s what we do. Each of us will take a row and watch for seats. We can get to them faster individually while the larger groups struggle to push through.” Lilly tilted her head towards one such team a dozen feet away from them. “If you find something, claim it quick and wave us over.”

As the team split, Lilly started casually walking down her aisle, keen to get a head start if something opened up. Nearby, two guys rose to leave. Lilly debated whether to claim it or not, since only half the team would be able to use it. _Better half than none._ Her hesitation cost her as another pair swooped in to take it first. _Oh well. I’d rather find a place for all of us._

After another two minutes of searching, Lilly saw Randi waving from the middle of the room. Honey had already made her way there as Smit clambered over a table to join them. Lilly made her way around the tables instead, finally falling into the seat beside Honey to dig into her lunch. For once, she was glad it was just sandwiches today, since any warm food would have cooled off before they ever sat down.

“What you guys up to this afternoon?” Lilly asked, hoping one of them had a good idea that she could jump in on. Her current plans went no further than going back to their room for the rest of the day.

Honey excitedly perked up. “Oh! Smit is gonna help me train this afternoon.” Lilly was surprised by the announcement and looked to Smit, who nodded in agreement as he used his Semblance to toast his sandwich before digging in. He held out his other hand to her, but she decided to forego the handy toaster, letting Randi take it instead. “Ruby’s dad showed me some tricks during my visit. He said it was important to know how to fight if you lose your weapon. I think he was trying to prove a point to Ruby, but it was pretty cool!”

“I’m going to go hunt some Grimm,” Randi said, motioning to her ever-present armor backpack. “Port said he would give extra credit. Plus, it’s always good to get some practice in.”

“Yuh guysh gah…” Smit struggled to speak through a mouthful of food before stopping to swallow so he could be understood. “You guys got any plans for that Ball thing coming up?”

“Sorry, not interested,” Lilly joked, causing Randi to choke for a moment on her food. A cherry flew by overhead, but Lilly ignored it.

“Don’t worry. I wasn’t asking.” Smit rolled his eyes with a smile. “I mean, has anyone asked you girls yet? Anyone you’re holding out hope for?”

“I’ll probably be going alone,” Honey said.

“Me too,” Lilly echoed. “Guess me and Honey will hang out together.”

“How scandalous!” Smit dramatically gasped, playful insinuation clear. Honey and Lilly both kicked the idiot under the table, earning a laugh from him. “I’m just messin’ with ya. What about you, Randi?”

“No clue. Someone might ask, but I doubt I’ll accept. Can’t really think of anyone that I know well enough to agree to go with.” Randi shrugged one shoulder as an apple passed inches above her head. “I’d rather go alone than with some guy who only became interested at the last second. Makes it feel like he only asked because he wanted to go with someone, not because he wanted to go with me specifically.”

Lilly couldn’t help but see the logic in Randi’s argument, even if she doubted she would do the same. _I mean, if some cute guy asked me, I’d probably agree. Sure, they don’t know me yet, but that’s what the ball is for, right?_ In her mind, she and this hypothetical guy would spend some time together before the ball, then spend that evening having fun and getting to know each other better. If it worked out, great! If not, then they would just move on. _It’s just a date. Not like you have to marry whoever you go to these things with._

“C’mon Rand,” Smit pleaded. “Surely there’s _someone_ you would agree to go with.”

“The only guys I can say I know well enough to go with are you, Jaune, and Ren,” Randi flatly answered as she sipped her drink, lowering her head as another apple shot by, but in the opposite direction. “Nora has already staked her claim to Ren, while Jaune’s too caught up in a love triangle with Weiss and Pyrrha. Besides, I’m in no rush to find anyone.”

Lilly was pretty sure she could hear her dad cheering Randi on all the way from Patch. He had always said the right guy would come along at the right time. In Lilly’s mind, she figured it would be easier for him to find her if she was looking in return.

“What about you, Smit?” Randi asked.

“I figure I’ll wait just a few more days and then ask Yang. Don’t want to appear desperate or anything, after all.”

“Which you totally are,” Lilly felt the need to add, earning a scowl from Smit. “Any backup plans for when you inevitably crash and burn?”

“Not really. If she says no, then I’ll probably just hang out with you guys. Maybe see if Yang will at least give me a single dance. I’m not one to give up easily,” Smit smugly explained.

“Idiot.”

The room suddenly fell silent, making Lilly look around to see what happened. _Surely they aren’t all shocked at me calling him an idiot. Not like I’m the only one._

Instead all eyes had turned towards RWBY. More specifically, towards where Weiss was standing. The proud girl’s face was covered by an entire pie. Even without being able to see her face, Lilly could tell how furious Weiss was by the way her fists were clenched. The offending dessert finally fell, revealing a cream-coated face with only eyes visible, both of which were staring across the room in disbelief. Slowly, her eyes narrowed in anger as no one dared move. If Lilly didn’t know better, she could’ve sworn that she could see steam rising as more of the cream dripped from Weiss’s face.

Inevitably, the calm was broken by the last two words Lilly ever wanted to hear.

“FOOD FIGHT!”

/- - - - - - - - - -/

Lilly’s mind raced through hypothetical scenarios as she hid under a table. _We could’ve eaten outside. A table closer to the exits would’ve allowed us to escape. If I had just convinced my parents to send me to Atlas…_

The list of alternatives dragged on but proved useless at the moment as she surveyed the battlefield around her. Most of the students had wisely fled once the fight broke out, but Lilly and her team ended up trapped in the middle, missing their chance to escape. Lilly had started for the main exit too late and was now caught in the middle of the room, having been knocked down by the surge of fleeing students. While some smaller skirmishes dotted the battlefield, it was clear the victor would be one of the two major factions, who were arrayed on opposite sides of the room.

Between Lilly and the main exit stood Team RWBY. While Lilly was grateful everyone was unarmed, that meant little when going against someone like Yang. Getting past all four of them would be all but impossible. The serving area had an exit, but the kitchen staff had wisely barricaded the area as soon as the fight started, cutting off that route entirely.

The only other option was the exit beyond Fort Nora, a perilous arrangement of tables and vending machines that dominated an entire quarter of the cafeteria. As if Nora herself, perched atop the highest point of her castle, wasn’t bad enough, her majesty’s royal guard included Pyrrha, the champion, and Ren, who was also skilled in hand-to-hand combat. Jaune was less of a worry, having just peeled himself off a window from his attempt to slip by Yang, but would still delay her long enough for the others to notice.

“How did they construct that so quickly?” Lilly wondered aloud. “Think, Lilly. There has to be a way out of this.” _Maybe if I just wait it out, it’ll all be over. Surely the faculty are already on their way._

Her hope for a bloodless standoff was crushed like the milk carton in Ruby’s hand as the short girl rallied her troops and prepared to charge Fort Nora. In response, the Valkyrie Kingdom unleashed a volley of watermelons. Lilly breathed a sigh of relief as they sailed overhead, only to get hit from behind by a torrent of watermelon juice as Yang charged forward, smashing the projectiles as she went. _Wait, is she using whole turkeys as gloves? How many of those did we have sitting out? Also, why did we have two dozen whole watermelons just lying around?_ She pushed such thoughts away as Yang continued past, preparing to crawl towards the exit now that everyone was distracted.

Blake flipped past Lilly’s shelter, snatching two baguettes along the way to cut down the last of the melon barrage. _And while we’re at it, how hard is that bread if it can break through watermelons? Were we really expected to eat that?_ Her thoughts on the matter were cut short as Jaune cried out, being the unfortunate recipient of Yang’s projectile poultry as Blake charged Pyrrha, who was wielding a baguette of her own.

With Yang and Blake engaged in combat beyond her, Lilly figured this was her best chance to make a break for it. Rolling out from under the table, she was unprepared for the impact of Yang being launched backwards, knocking her to the ground. Lilly jumped to her feet, searching for a new hiding place, only to be blinded by a shower of food and drink as Ruby skated by on a metal tray. As she tried to wipe the gunk off her face, Lilly turned towards where she hoped the exit would be and stumbled forward. Behind her, she could hear more combatants approaching. She picked up the pace to try to escape, only to slip as the floor became coated with ketchup.

A foot struck the side of her head as an unfortunate Ren shot by, scattering tables on impact, as Lilly continued sliding towards a charging Nora. She watched in awe as Nora ran up the length of the airborne tables to snatch a metal pole off the wall. _Why is that even there?_ Finding yet another watermelon – _you’ve got to be kidding me_ – Nora was soon armed with an impromptu hammer. Lilly dove out of the way just in time to avoid a downward strike from _Melonhild_. Not everyone was as lucky, judging by the cry from Ruby.

Nearby, she spotted Smit and called out for aid. “Smit! Any idea how we can get out of this?”

“I’m a little busy right now!” Lilly watched, mouth hanging open, as Smit continued beating Dove over the head with a serving tray. The boy was curled up in the fetal position as the blows continued to rain down. “Honey might need some help, though.”

Lilly looked further down the row to see Honey twirling a long chain of sausage links, keeping Sky at bay. _Has everyone lost their minds? Where’s Randi? Surely she hasn’t gone crazy._

Back at their original table, Randi sat calmly eating her lunch, occasionally adding from the various items left on their table. She leaned forward to grab a turkey leg just in time to avoid Nora, who flew by from Weiss’s swordfish attack. _A swordfish?!? None of this even makes sense anymore!_ Unwilling to stay down, Nora rushed back, catching Weiss with a mighty melon swing and launching her into one of the pillars near the exit, breaking it into several pieces.

The crumbling pillar made for a brief respite in the fighting. Lilly seized the opportunity to push through to Randi’s seat, ducking under the table as she tried to convince Randi to escort her out.

“Randi, thank goodness!” Lilly panted for air, glancing out from her cover to see Ren charge Yang. _That won’t end well._ “Listen, we have to get out of here! Let’s grab Honey and head for the exit.”

Randi slowly finished chewing her food as Ren plummeted into some nearby tables. “What about Smit?”

Lilly looked over to where Smit was now launching flaming apples at a defenseless Sky, who was unprepared for the assault as he focused on Honey. With her opponent taken away, Honey nimbly darted across the ruined cafeteria towards Lilly and Randi. As Smit ran out of apples, he grabbed an entire pineapple and sent the flaming thing flying at a stunned Sky, earning a pained yelp as the boy went down and Smit charged in to finish him.

“He’ll be fine,” Lilly assured her teammate. “We need to get out before they start focusing on us.”

“Alright, alright. Just give me a minute to finish my food. Also, you may want to move over here.” Randi nodded her head to the seat on her left.

Knowing better than to question Randi, Lilly crouched down and scooted under the table to where Randi had pointed, just as a Yang-sized hole in the ceiling rained down rubble where she had been moments before.

Honey squealed in fright as she lost her footing, releasing her sausage whip as she landed on her back and slid up to their table. Blake wasted no time swiping the dropped weaponry to fight Nora.

“Honey, thank goodness you made it!” Lilly reached across the table to pull the girl back up. “Randi’s gonna help us escape.”

“Great!” Honey exclaimed, brushing various scraps of food off her shirt. “Let’s get–ah!”

A can of grape soda struck Honey’s leg, coating the floor in the sugary fluid. Thrown off by the impact, Honey fell sideways onto the floor yet again. Hoping to spare her further damage, Lilly dragged her partner under the table to Randi’s side.

“This has gotten out of hand,” Lilly said. “I can’t imagine things getting much worse.”

As if on cue, a spiral of hundreds of soda cans was unleashed on Blake, then changed course for the leader of Team RWBY, who stared down the soda swarm and prepared to attack.

Lilly pinched the bridge of her nose and sighed. “I really should’ve seen that coming.”

“Um, Lilly?” Honey tugged on Lilly’s sleeve and pointed toward Ruby. _Now what?_ Against her better judgment, Lilly looked up to see Ruby launch forward, gaining speed until she was nothing but a blur. At first, she didn’t think much of it…until she noticed the various objects behind her being pulled towards them in Ruby’s wake.

“Crap,” Lilly summarized the situation, crouching as she braced for the inevitable pain while turning to shield her partner as best she could.

Randi swallowed her final mouthful of rice with a satisfied smile, reaching behind her to pull out her shield and deploying it beside her. As the shield fully expanded, Randi pulled Lilly closer. Lilly watched hysterically as cans, cutlery, food, and more rushed by, all missing them as Randi maintained her dam against the tide. At one point, Lilly was pretty sure she saw Smit caught in the maelstrom. The sound of pinging on Randi’s shield let Lilly know just how much her teammate was saving them from.

As the deluge finally ended, Lilly peeked out to see the far wall was now decorated with a strange collage of bright colors. Four spots slowly peeled off and fell to the ground below, barely recognizable as Team JNPR.

“Can we leave now?” she begged of Randi. “They are gonna get in _so_ much trouble for all of this. I’d rather not stick around to get roped into their punishment.”

“Too late.”

Before Lilly could ask what Randi meant by that, Miss Goodwitch stormed in, looking like she had murder on the mind. _Could this get any worse?_ Someone from the few remaining skirmishes had flung a plate of food but missed their mark. Instead, Miss Goodwitch was now staring down the approaching lunch, daring it to test her patience any further. _I really need to stop asking such stupid questions._

Just before impact, Miss Goodwitch held out her hand, freezing the offending projectiles in midair. With a quick wave of her riding crop, everything returned to its proper place, bouncing off one another along the way. Even the pieces of the roof floated back into position. _But how does that stay–you know what? Don’t know and don’t care._ Practically the only thing that didn’t move was Randi’s table as the girl politely dabbed her mouth with a napkin and put her shield away.

“Children, _please_ ,” Miss Goodwitch growled, pushing her glasses back into place as she glared at the remaining students. “Do not play with your food.”

Lilly hung her head in despair at RWBY and JNPR, who were, for the most part, still goofing off. _This is how I die. Slaughtered by Goodwitch for their stupidity. Somehow, this is all Yang’s fault._

As Randi grabbed her tray and walked towards the trach cans, Lilly looked around and realized someone was missing. _Where is Yang, anyways? The last thing I remember, Nora launched her through…uh-oh._

The last thing Lilly heard was the ceiling smash open once more as the missing member of Team RWBY landed on top of her.


	16. Therapy and Friends

“Ugh!” Lilly grunted as she stumbled through the door, tossing her bag across the room. It landed just on the edge of her mattress, only to slide off and thud onto the floor at the last moment. “I didn’t think Port could get any worse!”

“Tell me about it,” Smit grumbled as he followed his team into the room, letting the door slam behind him. The moment he reached the foot of his bed, he released his sack of textbooks and fell face-first onto the mattress, bouncing once before coming to rest in his typical post-Port position.

Lilly sat on the edge of her bed, leaning down to set her bag upright. “The guy has to know we weren’t paying attention. I mean, most of the class was asleep by the end. Even _I_ dozed off once or twice!”

“I don’t know,” Honey disagreed as she piled her books onto the desk. “I saw quite a few people still awake at the end. Even Jaune!”

Considering Jaune managed to fall asleep from time to time in Oobleck’s class, it was odd to see him paying even the slightest bit of attention to the insane ramblings of their Grimm Studies professor. The first few weeks of his non-stop, boisterous voice had let them grow accustomed to him. As each student slowly built up a tolerance to his storytelling, they began to drop off one by one. Honey was pretty sure Weiss, Lilly, and Randi – well, Weiss and Randi now – were the only ones to not doze off at least once. She couldn’t be sure, considering the number of times she had succumbed.

Smit groaned as he extricated himself from his mattress, finally propping himself up into a seated position courtesy of the wall behind him. “Yeah, but he was only awake ‘cause he was busy asking Weiss out.” Smit chuckled as he recalled the scene. “Ice Queen shot him down in epic fashion.”

“He’s hopeless,” Lilly said. “That boy can’t seem to take the hint that Weiss just isn’t interested. Worse, he’s still oblivious to the fact his partner keeps waiting around for him.”

 _It really has gotten pretty pathetic,_ Honey thought to herself, reflecting on the last few weeks of school. Pyrrha had been content to subtly try to get his attention through training last semester, but it seemed the champion’s patience was starting to wear thin lately. She would bring up the dance all the time when he was around, only to be saddened by Jaune’s continued devotion to his reluctant target. She followed Jaune around constantly, watching for any crack in the Friend Zone barrier. Her latest attempts seemed to focus on suggesting they go as a team. Of course, with Ren and Nora already together – _but not together-together, whatever that means_ – it would pair her with Jaune by default.

_A skilled fighter she may be, but Pyrrha really stinks at relationships._

“Gotta give the imbecile some credit for trying, at least.” Honey’s thoughts faded away as Smit, of all people, tried to defend Jaune. “He spent all of last semester lurking around, too scared to even talk to her half the time. The whole ‘pining from afar’ routine was just sad.”

“Like how you continue to carry a torch for Yang?” Lilly questioned. Honey tried to stifle her snicker, failing completely.

“Whoa, what that’s supposed to mean?” Smit demanded, suddenly wide awake as he abandoned his defense of Jaune in favor of himself. “I’m nothing like that loser!”

“You’re right,” Lilly conceded, letting Smit relax a little. “You’re much worse.”

And just like that, Smit was back on the defensive. “Worse? No way! I’m man enough to act on it!”

“But dumb enough to ignore her repeated rejections.”

“She’s never rejected me!”

“She sure hasn’t accepted, either. Blowing you off is just as bad.”

Honey smiled, even as she rolled her eyes slightly at the renewed volleys between the two. Just a few months ago, a typical day in their room consisted of angst, arguments, or silence. With the start of the new semester, their team dynamic had changed significantly.

While it may not be fair to say, all of the problems had focused around Lilly before. With her finally making up with Yang, then agreeing to give Smit a chance, the team felt closer than ever. They hung out with RWBY and JNPR pretty often, meaning less time for them to all be cooped up in their room. Four teenagers in a small space for long periods of time was a recipe for disaster, as last semester had proven. Most notably, Lilly and Smit had made it a habit to work out together a couple times each week. The constant exposure resulted in the two becoming good friends, even if they showed it by constantly poking fun at one another. If Honey didn’t know better, it would’ve seemed like the two were flirting.

Of course, the Beacon rumor mill didn’t know better. Honey was just glad Lilly hadn’t heard any of that. She had a feeling they’d never find the body of whoever was dumb enough to say such within Lilly’s earshot.

“Sounds like a pretty open and shut case to me.” Lilly slapped a notebook shut for emphasis, continuing the daily banter with a cruel smile before turning to the remaining member of their team. “What do you think, Randi?”

“Yeah…sure. Sounds good to me,” Randi distractedly agreed as she stood by the window, somehow tuning out the barbs being traded behind her as she stared out at nothing. The stunned silence showed that Honey wasn’t the only one surprised by the usually observant faunus’ response.

“You okay there, Randi?” Lilly asked, being closest to the girl in question.

“Oh, yeah,” Randi responded, shaking her head slightly as she turned back to them with an easy smile. “Sorry. I was just distracted by something outside. What were we talking about?”

Lilly stretched her neck to glance out the window, shrugging when she didn’t see anything. Smit saw an opportunity to redirect the conversation and jumped in while she was distracted. “We were just talking about everyone’s plans for the day.” Lilly caught the redirect but allowed it, chuckling softly at Smit’s surrender. “I met this guy from Haven earlier. Pretty cool. Gonna hang out with him this evening. Show him around and everything.”

With the recent influx of students for the Vytal Festival, Miss Goodwitch had asked that they be ready to help the new arrivals settle in and get acquainted. In the spirit of the Festival, it was important that they try to foster good relationships with their fellow students from the other Kingdoms. Since Smit was the only true extrovert of their team, Honey wasn’t surprised that he had already befriended one of the transfers.

“I plan to hit the gym for the afternoon,” Lilly announced, looking to Smit. “You free to join me?”

“You know it,” Smit responded, jumping up from his bed before rushing over to the dresser for a change of clothes. While he rummaged through the carnage of the clothing haphazardly crammed into the drawer, he called over his shoulder, “What about you two? Care to join us?”

Honey looked to Randi, waiting to see the faunus girl’s response before making a decision. _Not really looking to be a third wheel. If Randi goes, it’ll at least be a team activity. Otherwise, I’m stuck with a front row ticket to the flirt show._ Randi stared out the window again for a few seconds, brow furrowing slightly as something once again caught her attention.

“I…have to go into town, actually,” Randi answered, slowly looking back to Smit as he pulled out a shirt and shorts, holding each up to his face to smell. Evidently they passed the sniff test as he tucked them under his arm, slamming the drawer shut. “I’ll probably be out most of the evening, so I’ll just grab a bite to eat while I’m there.”

“Sounds good. Honey?” All eyes turned to her as she tried to think of an excuse to avoid being the workout/therapy session tag-along.

“Actually, I needed to run into town, too.” Not the most original excuse, but it would have to do. “Mind if I come with you, Randi?”

Randi seemed caught off-guard by the sudden request, hesitating as she appeared to debate the offer. _That’s odd. She’s never had a problem with me coming with her before. Is there something wrong?_ As far as Honey knew, she hadn’t done anything to upset her teammate. _Not that I’m even sure I could if I wanted to._

With what sounded to Honey like a reluctant sigh, Randi accepted. “Sure. I’ll need to head out pretty soon, though. Think you can be ready to go in about ten minutes?”

“No problem!” Honey quickly answered, knowing she only needed a few minutes to freshen up. She wasn’t really sure what to do in town, but figured she could check her scroll for a sale or something. At the very least, it might be cool to see the new decorations for the Festival. Besides, Randi was usually pretty fun to hang out with.

“Well, you two have fun!” Lilly said as she snatched her gym bag and headed for the door. “C’mon, Smit. I want to get there before the upper years get out of class.”

As Smit jogged out the door to catch up with Lilly, Honey headed for the bathroom to get ready. She didn’t miss the fact that Randi had returned to the window, fixated on who knew what.

/- - - - - - - - - -/

The workout room was pretty quiet as Smit finished his quick warm-up, tossing the jump rope to the side as he made his way to the heavy bags in the back. He jerked his head upwards as he passed the only other occupants of the small room – two guys doing alternating hammer curls, one of which shot a quick “man-nod” back with a cocky smile. The rest of the room was devoid of life, most eschewing putting forth any effort on a Friday afternoon. He suspected the larger workout rooms held the handful of other diligent gym rats, but he preferred the solitude of the lesser facilities scattered across the campus. With this particular room being tucked away in the corner of the second floor, it was rare to have to share _his_ workout room with more than one or two other people.

As usual, Lilly took longer to get ready, leaving Smit to start his workout alone. She preferred to warm up by jogging up and down the nearby stairs, slipping in around the time he typically finished his first set on the bag and switching out with him. Over the last few weeks, the two had developed a pretty set routine, easily tailoring their workouts to correspond with one another.

 _Who would’ve thought Lilly would be my gym partner?_ He had tried bringing Randi along when school first started, but quickly realized she was on a whole other level. She would just be hitting her stride when he was busy cooling down. Randi’s workouts didn’t really match up with his own, so they would barely see each other the whole time, kind of defeating the whole purpose of coming together.

Randi’s fighting style focused more on a stout defense, meaning she relied more on endurance than speed and strength. _Not that she was lacking in those, anyways._ Lilly, on the other hand, had a more mobile fighting style, similar to his own in a way. It wasn’t hard to match up their routines once they started, even if she was still somewhat new to the heavy bag.

With a quick glance back to the door to make sure Lilly hadn’t arrived yet, Smit took a deep, slow breath, assuming his usual stance in front of the thick bag hanging in front of him. Hands up and ready, he bounced slightly, making sure to keep light on his feet, even if his “opponent” wasn’t about to strike back. It was important to avoid getting complacent in practice. A real enemy wouldn’t just stand there and take the beating.

The fresh, white bag shook as his first jab connected, Smit stepping back to create some distance as his left fist bounced off the fabric. A quick step in as he repeated the maneuver, always retreating slightly before closing in again for another strike. He soon added a right jab, the quick one-two delivered in an instant each time as he increased the force slightly. The next addition, a quick uppercut from his left, had the bag swaying a little. The right hook turned that sway into a wider circle. Smit ducked beneath an imaginary counter, stepping back in to continue his repetitive assault. His fists struck harder, tempo increasing, as he began to lose himself to the rhythm, the room fading from view as he focused all his attention on the target before him.

His cylindrical opponent was unprepared as he changed up the pattern. A pair of left jabs followed by a right cross. Jab-cross-left hook. Jab-feinted hook-left cross. Smit mercilessly rained blows on his opponent, ducking and sliding to the side as he wove his way around the overwhelmed figure. Small beads of sweat began to form as he varied his target areas, switching between body and head at will, eyes locked on the blank, white face in front of him. The occasional elbow or knee staggered his foe, but he refused to let them recover as he pressed his advantage.

Sweat poured down his face, leaving a salty taste in his mouth as he licked his lips. The flames licking at his back went unheeded. Each grunt or whine that his fists drew drove him further into a frenzy as his body cried out for more. His lips curled upwards as the white-clad figure before him refused to go down. _Good. Keep standing. Just means another chance for me to put you down._ The fire around him reflected off his now red hands, each strike as much a splash as an impact. He finally gave voice to his rage, shouting out in chorus with the screams muffled by the porcelain mask before him. With a final cry of victory, his hands ignited, flames licking up the red droplets that sprayed around him as his fist connected with that hated face, a satisfying crack ringing out as the mask shattered.

The jagged pieces of the mask fell away, revealing not a battered face, but an expanse of smooth fabric. As the bright light of the room returned, he could see that the once white surface before him was marred with brown where he had struck, the fibers having singed in the brief moment his fist had lingered. He panted for air as his rival swayed back and forth, the bag swinging violently on its chain. The flames around him receded, the only fire remaining being that around his fists.

_Not again._

Smit frantically jerked his head to the side at the sound of metal clanging. Two sets of wide eyes quickly darted away. The guys from earlier abandoned their weights on the rack before them and beat a hasty retreat, one glancing back in his direction at the last moment. Smit must have looked as terrible as he felt, for the door hurriedly slammed soon after, leaving him alone once more.

 _Alone. It seems like I’m always alone._ Turning back to the battered bag, Smit extinguished his hands, reaching out to still his poor victim once more. He shut his eyes as he leaned forward to rest his head against the cool fabric, only to find it still warm from his blistering assault. _Maybe it’s better you be alone_ , a tiny voice whispered _. The only one you can hurt now is yourself._ With a frustrated growl, he reared back and slammed his head forward, reveling in the sting on his forehead as his aura absorbed the blow.

“Glad to see you’re finally using your head.”

Smit did his best not to panic at Lilly’s arrival, taking a deep breath to regain his composure as he forced a laugh and turned to face her. “Heh. Figured it would make a good weapon, considering how thick it is.”

Lilly strolled forward casually, shaking her head slightly and causing her blonde ponytail to wave behind her. The headband she wore nearly matched her bright blue shorts, unlike the teal sports bra that he could see peeking out the sides of her light gray tank top. Smit felt the simple attire fit their team better than her complicated combat outfit. She also seemed more relaxed this way.

“Looks like we’ve got the room to ourselves again,” she commented, stopping briefly to pick up his discarded jump rope and hang it on the wall nearby.

“Always so eager to get me alone,” Smit laughed, wiping some sweat from his brow. “A guy might start to get the wrong idea.”

“Pretty sure it’s the other way around, you perv.” Her smile faltered for a moment as she glanced back at the door. “After all, you’re the one chasing people out.” This time, it was his smile that fell. “It happened again, didn’t it?”

Smit ashamedly turned away from her, his answer obvious at that point. “It’s been over a week since my last flare up. I was finally beginning to think we had this beat, only for me to lose it again!” Smit threw a furious punch at the bag as he shouted in anger.

“Hey, none of that now,” Lilly insisted, pulling his arm to turn him to face her once more. “You slipped up again. So what? That’s the longest you’ve gone without an incident since we started this! Focus on the progress, not the failure.”

Smit forced himself to look Lilly in the eye, not at all surprised to see the caring look on her face as she tried to console him. _Not sure she realized what she was signing up for. Gotta hand it to her, though, she hasn’t given up on me yet._ Lilly held his gaze a little longer, searching for something in his eyes. What she hoped to find there was anyone’s guess, but she finally shook her head and walked past him.

“What am I going to do with you?” Lilly asked, bracing herself against the back of the bag. Recognizing his cue, Smit resumed his workout, sticking to pairs of jabs for the time being. “Tell me what happened this time.”

Smit described his vision to Lilly carefully, making sure to include every detail he could remember. It had seemed so normal at first – him focusing on the bag and blocking out his surroundings. He told her about getting a little carried away on his combinations, mistaking the flames for the heat of his workout at first. When he got to the part about the bag morphing into White Fang, he decided to leave out the part about the blood, worried that it would make him sound even more deranged. He could still remember the urge to draw more, but tried to push it aside. _Normal people don’t think like that._

Then again, how would he know? He couldn’t remember what normal even felt like anymore.

Lilly grunted softly as he hit the bag a little harder, shuffling her feet to better brace herself. “Sounds like it came on slow, but didn’t last as long this time,” she pointed out. “You said it ended abruptly when you activated your Semblance?” He nodded in agreement between strikes, only to stumble when Lilly suddenly cheered, “That’s great Smit!”

“What?” Her outburst caused him to stop, looking in bewilderment at his excited workout partner. “How is that great?”

“Just a few weeks ago, you would’ve kept going until the bag was nearly on fire. The fact that it only affected you with a slow buildup and ended so quickly means you’re breaking free of these outbursts easier!” Smit cocked an eyebrow at her, unsure of her conclusion. “Think about it. It sounds like your mind is less susceptible now. You mentioned fire, but not a full-blown refinery like the first time. The mask didn’t even appear until near the end, shattering shortly afterwards. There wasn’t even a face or anything, right?” All true, but Smit failed to see the usefulness. Lilly could tell he was in the dark and rolled her eyes. “It’s not like these things were gonna just stop suddenly. We always knew it would be a slow process. Your mind recognized the sudden change and snapped back to reality.”

“So I’m only a little psycho is what you’re saying. How reassuring.”

“Better than full-blown crazy,” she shot back, glaring at him for downplaying everything.

Smit wasn’t sure if a trained psychiatrist would agree with her or not, but, then again, he didn’t really care. He could admit her ideas sounded good, but he wanted more than just a _slight_ improvement. With how many times he had lost control recently – not to mention the number of ruined bags – Smit wasn’t sure if he could fully trust himself. _If I can’t trust myself, who can I trust?_

 _You can trust your team,_ a voice in the back of his head whispered, one he had never heard before. This voice almost sounded hopeful, rather than the condemning tones he was used to. _You can trust Lilly._

Honestly, being put on team LHSR was probably the best treatment he could’ve gotten. Lilly was the only one that knew about his hallucinations, having never told the others anything specific. He could tell Honey cared for him too, always checking if he was okay on his rough days. Of course, with Randi’s perceptiveness, she could always spot when he was having trouble and would either distract him or sic the other two on him. There were several times he could remember Lilly dragging him to the gym at Randi’s suggestion.

“Anyways, I think the key is keeping your mind focused,” Lilly continued, gesturing to the bag to get him to start back up. “Try to keep talking this time.”

Smit changed up his pattern, leaning back after a jab and cross combo, then retaliating with a right hook. The normally talkative teen found his mind void of topics. “What am I supposed to talk about?”

“Anything. Just say whatever comes to mind.”

Smit tried to think of a topic, but still drew a blank. He didn’t know much about politics, not that he wanted to delve into _that_ minefield of conversation. The weather was boring. Classes were even more boring. He looked to Lilly for help, only to realize he had an obvious topic literally standing in front of him.

“We’re kind of a weird team, don’t ya think?” Lilly waited for him to continue, so he kept going. “We were a wreck at first. You tried to partner with Weiss, only to get Honey when you fell on top of her.” Smit chuckled at the memory of Honey telling them the story. “Not that I was any better. I wanted to partner with Yang. Charged blindly into a Beowulf as a result and had to get saved by Randi.”

“Ah yes, the heroic Randi swooping in to save the damsel in distress,” Lilly laughed, sliding her back foot further to brace for Smit’s harder strike in return. “What did you think of us?”

Smit chose a simpler combo, but included a knee strike. “I remember thinking Randi was some awesome warrior chick, which she totally is,” he rushed to add. “I was worried she’d see me as not good enough for her. I mean, we met with her having to save me. Not exactly a great way to impress your new partner. Thankfully, she turned out to be super cool. I don’t think there’s an arrogant bone in that girl’s body. Plus, I figure, if she can be so normal after everything _she_ went through as a kid, then there must be hope for me yet.

“Honey was kind of odd to me at first. We’re Huntsmen. Everything about us screams confidence, but she was this super shy, quiet girl. Kinda acted like she didn’t think she belonged. I was worried she would hold us back, but she’s pretty good with that whip of hers. Really opened up around us after a while, too. Guess it just took some time.”

“Yeah, tell me about it,” Lilly joined in. “She kind of hid behind us at first. By the end of the semester, she was ready to drag me across the school looking for you. Wish she had toughened up sooner. We might have fixed a lot of issues sooner if she had.”

“She still spends a lot of time hanging out with Team Ruby instead of us, but she’s definitely gotten better.” Lilly nodded along to Smit’s analysis, no doubt waiting for him to get to the remaining member of the team. “And then there’s you,” he drawled out. “Our illustrious leader. Honestly, I thought you were just some arrogant jerk with control issues and a Yang obsession.”

“A little harsh, but not entirely wrong,” Lilly conceded. “I…may have had some issues at the start, but I like to think I got better. What do you think of me now?”

“Well, at least the Yang obsession is over.” Lilly made to protest, but a strong kick made her stumble to the side as he laughed.

“Idiot,” she muttered, shoving the bag back at him. “Swap with me. It’s my turn to pick you apart.”

Smit took position behind the bag as Lilly took a moment to wrap her hands and got into a basic boxing stance, still a little unused to unarmed fighting. Smit gave her a few pointers to help her get a more balanced stance, occasionally pointing where to place a foot or showing her how to hold her hands up properly. Lilly endured his critiques, adapting quickly and testing her distance with a few slow arm extensions.

As they had done countless times before, Smit would call out a combination for her to do. Lilly did her best to mimic his style from earlier, but he could spot the minor flaws. Some of the strikes were a little off-target, but only slightly. She still hesitated on a few, but Smit could appreciate the marked improvement from their first attempts. No longer did her blows merely push the bag. Instead, her fists snapped back with each strike, returning to their proper guard rather than lingering uselessly. Her footwork was pretty good, too, although that was more from her own style than his tutelage.

“You weren’t exactly what I was expecting from a teammate either, I’ll have you know.” Lilly changed up her rhythm, turning her hips into her strikes and making Smit actually have to brace himself. “Loud. Overconfident. You were just an ignorant hothead with an unhealthy Yang obsession of your own.”

“You forgot good-looking.”

“Oh yeah, delusional.” Her laugh was echoed by Smit. “My dad just about blew a gasket when he heard about sharing a room with you.”

“Already worrying the parents. Nice.” Lilly sighed and shook her head at Smit’s comments. “What about now? Any change in how you see me?”

“Well,” Lilly panted, “you’re _way_ more messed up than any of us would have thought, but we’re working on that.”

“Thanks, doc. What’s my prognosis?”

“I recommend we get you neutered.” Smit feigned a whimper. “You’re coming along pretty well. Just need to trust your psychiatrist.”

“Cool. How much do I owe ya?”

“You could never afford me. If anything, this is a charity case.”

The easy joking continued as Lilly finished her routine. It was noticeably shorter than Smit’s, but he had been working on his for years, so that was to be expected. They both took a quick water break before he headed over to the bench press, asking Lilly to spot for him as he checked the weight on the bar. She rolled her eyes as he made a show of adding more weight to both sides.

“Honey sure was quick to join in with Randi, don’t ya think?” Smit asked as he laid down and got a grip on the bar above him.

“She probably just wanted to get away from you. Can’t say I blame her.”

“You know you love me,” he joked, lifting the barbell off the stand as she took position above him. “Anyways, I wonder what those two are getting up to?”

/- - - - - - - - - -/

“You didn’t have any plans for today, did you?” Randi asked as she and Honey stepped off the bullhead into Vale.

“No,” Honey admitted embarrassingly. “I just didn’t want to be their third wheel. Sorry to impose on you like this. What did you have planned?”

“It’s not a problem, Honey,” Randi assured the smaller girl. “I just have to head downtown for something…personal. We can walk around for a little bit, but I’ll have to break off at some point.”

Honey was still curious as to what Randi could be up to, but chose not to ask. _She said it’s personal. Not really my place to pry._

“So, what do you want to do in the meantime?” Randi asked.

Honey pulled out her scroll, looking at a news announcement she had been reading on the flight over. “There’s some sort of display by Atlas in town. It’s not that far away from here. Figure that might be cool to check out.” She held up her scroll to show Randi the location.

After a brief look at the map, Randi surveyed the area for a moment before answering, “Sounds good. We can cut by the CCT to get there pretty quick. I’ll probably have to break off shortly after we arrive, though. You okay if I leave you there?”

“Yes, Mom.” Honey laughed, fighting off her niggling suspicion once more. “Figure I’ll check out the stores nearby, then head back to Beacon for dinner.”

“Alright. Just want to make sure I don’t get arrested for child endangerment, _daughter_.” Randi stooped over and rubbed the top of Honey’s head, rustling her hair and forcing her back a step with a fake pout. The two laughed off the silly display and began walking towards the looming shape of the CCT Tower. They walked for a few minutes in silence, Randi glancing around at every corner. To Honey, it felt like Randi was looking for something, but she had no idea what. Instead, she followed quietly, trying to come up with something to break the silence.

As they waited at a crosswalk, Honey finally spoke up. “So…” Honey tapped her fingers together nervously, doing her best Ruby impersonation. “What do you think of Lilly and Smit lately?”

“I think they’re both doing a lot better,” Randi responded as the light changed for them to cross. “Lilly is much happier ever since she and Yang made up. She also seems to be helping Smit a lot with their workout sessions. All in all, I’d say they have become very close friends.”

“Yeah, I’m glad for them and all,” Honey said, “but do you think there’s something _more_ there?”

“Why Honey, are you _jealous_?”

“W-what?!? No!” Honey shouted, drawing curious looks from those around them as her face turned bright red. Randi burst out laughing at the display, earning a slap on the arm from her friend.

“I guess there could be in time,” Randi said, head cocked to the side as she considered the possibility. “They sure flirt enough, but Smit’s pretty focused on Yang still. I don’t think anyone’s really caught Lilly’s eye yet. I’d think Smit would have to be the one to make a move first, assuming he ever gave up on his current interest. Why do you ask?”

“No reason.” Honey winced at how unconvincing that sounded, even if it was the truth. She was just trying to stave off another awkward silence, not get involved in her partner’s love life. “They’ve just been spending a lot of time together lately.”

“True, but Lilly seems to think it’s her job to _fix_ Smit ever since the docks incident last semester. She finally got over her big problem and wants to see Smit do the same. It’s an admirable goal, but I think Lilly places too much of a burden on herself as leader. She forgets that she has a team to help her and tries to tackle everything herself.” Randi casually analyzed their leader before glancing down to Honey. “But I think there’s another reason you’re so interested.”

“I told you, I’m not–”

“It’s not Lilly you’re jealous of.” Honey’s protest was struck down unceremoniously as they neared the base of the CCT Tower. “Smit did everything he could to push Lilly away, only for the two to become best friends all of the sudden. Yang had a similar switch from most hated to deep friendship overnight. It must be pretty aggravating to see everyone else get close to her so easily. Almost seems like the only way is to get her to hate you for a bit.

“You’re her partner by chance alone, her falling out of a tree while looking for someone else. Still, you would think she’d be better friends with you by now. You keep waiting around, longing for the same friendship she hands out to others, but that’s not how it works.” Randi stopped in the middle of the sidewalk to look at Honey as she continued, ignoring the angry muttering of some guy that almost ran into her. “Tell me, Honey, have you ever said anything to Lilly about it?”

“I…that is…I tried…” Honey couldn’t even convince herself, let alone Randi. With a defeated sign, she lowered her head and admitted, “No, not really. We’re friendly and all, but I was hoping to have a better relationship with my own partner. I feel like more of a friendly acquaintance than a partner most of the time.”

“Listen, I don’t think that’s her intention. I’m sure she’d love to be better friends with you, but she’s not the most observant person when it comes to this stuff. With everything that happened last semester, I doubt she even realizes she’s pushed you away in the process. She’s so focused on herself, that she tends to miss what’s right in front of her.” Randi smiled to show she meant no offence by the critique. As always, Randi could be counted on to be brutally honest. “Of course, you of all people should know that by now.”

“What do you mean?”

“Tell me, how long have you known Lilly?” Randi asked, placing a hand on her shoulder as she stared at the girl before her.

Honey paused for a moment as she met her teammate’s gaze, trying to read the faunus the way she seemed to read everyone else but coming up empty. “W-we met during Initiation, so a few months now?”

Randi kept her eyes locked on Honey, giving her a knowing look. “In _all_ the time you’ve known her, has Lilly ever fixed anything without someone pushing her first?” Randi released Honey’s shoulder as she continued. “She only started putting up with Yang and her team when you and Smit insisted on getting to know them. When Smit was avoiding us, you were the one to force the issue.”

“That’s not entirely fair. She confronted Yang last semester on her own,” Honey countered.

“True,” Randi admitted, “but she wasn’t there to fix the problem. She stormed into that room merely to yell and vent. She probably wouldn’t have even gone _that_ far if it wasn’t for all the trouble with Smit at the time.” _In a way, Smit was the one to push her, even if he did so unknowingly._ “Look, what I’m trying to say is, if you want Lilly to change, you’ll probably have to be the one to bring it up.”

“But if you knew about it, why didn’t you ever say anything?” Honey asked, hoping for an easy out.

“Not my place.” Honey’s hopes were dashed by Randi’s simple refusal. “I want to help – believe me, which is why I’m telling you all this now – but if it’s really that important to you, then you have to do something about it. It also doesn’t help to run off to another team all the time.”

“But I like Ruby! She’s probably my best friend.”

“I know. There’s nothing wrong with being friends with other teams. If anything, I think it’s great that you’ve got friends you aren’t forced to share a room with. All I’m saying is that using them as a substitute for your partner won’t fix the problem.” Randi’s eyes shifted above Honey’s head, an odd smile crossing her lips. “Speaking of your friends.”

“Honey!” The familiar high-pitched yell of the leader of Team RWBY rang out across the CCT courtyard. Honey spun quickly to see her friend rushing over, waving the entire way. Weiss trailed behind, walking quickly while quietly apologizing to the people Ruby had nearly run over in her haste.

“Hey Ruby!” Honey greeted as Ruby darted forward, giving her a quick hug.

“Good afternoon, Ruby,” Randi calmly added, earning a quick wave from the energetic girl in reply. “Good to see you too, Weiss. What are you two up to today?”

Weiss, a little flustered from the chase, quickly caught her breath and smiled politely to Randi. “Nice to see you as well, Randi. I have to contact the SDC for some…business matters. Ruby saw fit to accompany me.”

“Couldn’t you have just done that from the library?” Honey piped up.

“That’s what I said,” Weiss grumbled, shooting a quick glare at Ruby, who wilted before her.

“We…uh, um…I, uh, figured we could come to the CCT instead since the rest of the team was going into town. Yeah, that’s it!” Ruby stumbled into an excuse with all the grace of an Ursa on rollerblades. “This way, we can just meet up with them afterwards.”

“Is that so?” Randi asked. “What’s the rest of the team up to in town?”

Honey looked to Ruby for an answer, but the poor girl was busy tripping over her own words. “Well, you see…Bla–Yang had to, um…go to the, er…you know…the place, to, uh…” Ruby’s rambling caught Honey’s curiosity as her friend desperately tried, and failed, to put a sentence together.

Luckily for Ruby, Weiss cut in to save her from herself. “Blake finally agreed to go somewhere with Sun. You remember him from last semester, of course. The monkey faunus from the docks?”

“She finally gave in?” Honey was surprised Blake would agree, considering how steadfastly she had ignored the boy, despite his efforts to hang around her almost every day.

“Good for her!” Randi responded with uncharacteristic enthusiasm. “Hopefully, they won’t have a repeat of their _last_ date. Is Yang tagging along as their chaperone?”

“As much as she might have liked that, no,” Weiss assured them. “She wanted to take that blasted death-cycle of hers out today. Something about not wanting it to sit idle for long periods of time. We agreed to give Blake and Sun some space, although we will all meet up later to head back to Beacon as a team.”

Randi looked like she had more questions, but Honey felt the interrogation could wait. If nothing else, Ruby could use a moment for her brain to catch up again. “We’re going to check out some display that the Atlas military is doing in town. Not really sure what it’s about, but it looked interesting.”

“Ah, yes,” Weiss turned to her, likely grateful for the distraction. “I believe they are planning to unveil the upgraded Atlesian Knights. They have already been put into service in Atlas with great success and I believe General Ironwood had planned to bring them along for the Festival. He has probably agreed to use them to bolster security for the Festival as a show of international cooperation and goodwill.”

Honey nodded along, more because she didn’t know what to say than out of a feeling of understanding, as Weiss proudly smiled at her own explanation. Randi, on the other hand, followed along easily and seemed to have her own take on the matter. “Of course, that also lets them demonstrate the potential of the new model to the other Kingdoms as well. A nice show of force, in case anyone got any ideas. Then again, they might be looking to sell some of their weapons tech to their allies. Where better to highlight their value than the Vytal Festival?”

Rather than be offended by the comment on her Kingdom’s potential ulterior motives, Weiss seemed impressed with Randi’s logic. “While I cannot say one way or the other, that does sound like the sort of shrewd logic that the general would use. Cooperation is in everyone’s best interest, but the needs of one’s own Kingdom must come first.”

“So what you’re saying is…” Ruby paused as everyone turned to her, waiting to see what sort of deep observation she had gleaned from the topic. “There’s a bunch of cool robots being shown off?!? Count me in!”

Weiss could only shake her head at her partner’s response, despite the smile she failed to hide in the motion. “Fine. I need to make the call alone, anyways. SDC business and all. I guess it would be better for you to tag along with them than have to wait in the lobby for me. Just message me when you’re done so we can meet up again.”

“Got it!” Ruby cheered, slipping over to Honey’s side. “Oh! I should get a photo of the tower before we go!”

Ruby yanked out her scroll, only to fumble and drop it in her haste. The small device bounce across the pavement, coming to rest at the feet of a nearby girl with short, orange hair.

“You dropped this.” The young girl scooped up the scroll, holding it out to Ruby with a friendly smile. Her simple, gray top and black pants were highlighted by bright green lines that almost seemed to glow. That black collar that completely enclosed her neck bore a similar design. Looking closer, Honey noticed that the strange green accents matched the girl’s bright eyes perfectly, unlike the large, pink bow on the back of her head

“Ah!” Ruby quickly reclaimed her scroll, making sure to show her appreciation to the strange girl. “Thanks, friend.”

“Friend?” the girl quietly repeated to herself as Ruby walked back and took her picture.

“Well, look at the time!” Randi exclaimed, despite not looking at her scroll. “Guess I better get going, Honey. I’ll see you back at the dorm later tonight!”

/- - - - - - - - - -/

“Alright, I’ve got a good one,” Smit declared, downing the rest of his water in preparation for his tale.

Seated in the cafeteria, Lilly waited eagerly for Smit to continue their impromptu game of sharing childhood stories. The pair had drawn quite a few looks throughout the evening from their outbursts of laughter, but Lilly didn’t care. Most of the surrounding seats had emptied already, the students finishing their meals and likely being driven away by their ever-increasing volume. The sun had already set and dinner service would be coming to a close, but the cafeteria itself remained open a while longer. With nothing else to do that night, the two decided there was no reason to leave.

“So, we had a substitute teacher in History one day,” he began, already chuckling as he recalled the event. “We were supposed to take a test, so she asks me to hand out the papers to everyone. I glance at the test and realize I had studied the wrong chapters.”

“You idiot,” Lilly felt the need to add.

“Pretty much. Now, this was right after I started there, so I was still a little iffy on controlling my Semblance.” Lilly gasped, realizing where he was going. “Yeah, so I panic when I see the test and lose control. My hands ignite and, poof, there go her tests!”

“You’re kidding!”

“It gets worse,” Smit added, forcing her to stifle a laugh to hear the rest. “I throw the papers down and try to stomp them out. The teacher yells at me, so I innocently hold up my hands, forgetting they’re still on fire. Didn’t even realize I was under a sprinkler until I set it off, drenching both of us!”

“No way!” Lilly managed to shout, nearly choking on the words as she burst into laughter.

“I’m serious! They gave me a week of detention so I could take extra training on controlling my Semblance. Also made sure to seat me in the back corner, away from any sprinkler heads.” Smit laughed along with Lilly for a few seconds before demanding a story from her. “Your turn.”

Lilly took a few moments to think back over the last few years. _Already told him about knocking myself out in training. Discovering my Semblance wasn’t that great. I could tell him about walking into a pole while spying on that one girl! No, I can do better than that. What about the time…I guess that wasn’t that funny either._

She searched for any moment that stuck out, desperate to even the score. It was a little weird to think how eager she was to embarrass herself, but he had already told one story more than her, so it was only fair. _Besides, he would claim it as a victory. I refuse to lose so easily!_ Her eyes lit up as she finally landed on a good one, aggravated that it took so long for such an obvious story.

“I know you may find this hard to believe, but I, Lilly Azura…” she paused for dramatic effect, then quickly rushed out the last few words, “may have used my Semblance to cheat on tests.”

It wasn’t the biggest reveal, but you would have thought it some closely guarded state secret by the look on Smit’s face. “Really?” Lilly nodded. “You. Little miss ‘I-aced-Oobleck’s-final-exam’,” his whiny imitation left much to be desired, “cheated on a test?”

“More like every test…for over a year,” she admitted, Smit slapping the table as he laughed at her. “Hey! What do you expect a teenager with mind-reading powers to do? But that’s not my story. Let me tell you about the time I got caught.”

Smit took a moment to calm down, leaning forward to listen to her confession.

“A lot of the teachers would start grading the tests as they were handed in to save time, so the answer key was always in front of them. I took my test fair and square, but would wait for someone else to turn theirs in so the teacher would start grading. With them staring at the answers, I had a perfect view to check my own and change any that were wrong. Then, I would hand mine in near the end of class and get a perfect grade every time.”

“I’ve never been so proud of you,” Smit joked.

“Well, I got away with it for a while, until a certain math test the next year,” Lilly grimaced. “I had a different answer for the second-to-last question, but forgot that I had done my work on a different page due to space. Apparently, the answer key had a wrong answer for that one, but the teacher had just made a note to the side showing the right answer. I didn’t see the note and changed my answer to match the typo.

“When he saw the wrong answer, my teacher checked the work and found that it didn’t match. It didn’t take him too long to realize what I had done. Worst part was, I had gotten the answer right originally!”

“What did they do to you?”

“The teacher caught me before the end of the day and told me what he found. I had to stay late and retake the test while he watched, but he marked that question wrong before I even started.” Smit made to comment, but Lilly raised a hand to show she wasn’t done. “That wasn’t even the worst part. They put up a small cubicle in the back of the class for me to use. Every test, I had to sit there, facing the back wall, since they knew I needed line-of-sight to connect. Had another student pass out the tests so I couldn’t use that on them either. Also made sure to not grade tests during class anymore.”

“Your own cube, eh?” Smit tried to imagine the setup. “That must have been pretty embarrassing.”

“You’re telling me. It was a constant reminder that I had gotten caught. Every time we so much as had a quiz, I had to get up and walk back to that stupid desk!” Lilly buried her face in her hands in shame.

Smit chuckled again. “Well, I think that’s a good one to end on. Plenty of ammo for the next time you make fun of me.” Lilly’s head shot up, anger burning in her eyes as she prepared to put her teammate through a wall. “Just kidding! We agreed not to share. Besides, you’ve got just as much ammo on me now!”

Lilly breathed a sigh of relief, muttering her usual insult as she calmed down. The equal sharing had been the main reason Lilly agreed to his stupid game in the first place. If either of them broke their promise and told someone, the other would have an equally embarrassing story to give out in revenge.

“Haven’t seen Ruby’s team around tonight.” Smit glanced around once more, but with less than a dozen people in the room, it was pretty obvious they weren’t there.

“You mean _Yang’s_ team?” Lilly shot back, making sure to drag out the name of who he was really watching for. “At least, I assume you haven’t given up and decided to go after her sister instead. Not sure that’s a wise idea.”

“What? No! I would never give up on my lady.” Lilly rolled her eyes at his continued infatuation.

“It’s basically the weekend. They probably went into town or something.” Lilly sat back and tilted her head to the side, feeling a slight crack in her neck before settling back down. “Why are you so determined to chase her anyways? You know you have about as much chance as a Nevermore chick against Vale’s anti-air guns, right? Better guys than you have tried.”

“Better than me? No such thing!” he insisted with a laugh. “Just because others have failed doesn’t mean I should give up. Impossible just means no one’s done it _yet_. Personally, I’m glad no one has. Means there’s no one in the way for me to swoop in.” Smit paused, looking at Lilly with a slightly guilty smile. “Say…you and Yang are pretty tight now.”

“Hoping I’ll put in a good word for you?”

“I wouldn’t be against it,” he sheepishly answered. “Hey, nothin’ wrong with taking advantage of every tool at my disposal.”

“Oh, so now I’m a tool?”

Smit’s smile grew. “Ha, that’s a good one! Anyways, I really am glad you two are getting along. You wouldn’t _believe_ how much of a drag that was on the team.”

Lilly spotted the janitor starting to wipe down an empty table. They still had a few minutes before he would reach theirs, but she made sure her tray was ready to go. Seeing Smit’s was a mess, she began to pile his empty dishes on her own, intent on making him carry everything in exchange. “Oh? Do tell.”

“Honey was always upset at the constant bickering. To be honest, it was getting kinda old for me too.” Smit looked off in the distance, deep in thought. _At least, deep for him._ “Not sure about Randi, but she doesn’t let much get to her. I’m sure she’s glad for you, if nothing else.”

Lilly sighed in acceptance of the criticism as she finished arranging the tray. “I guess I was kind of a pain, looking back. Think I should apologize to them?”

“Maybe. Couldn’t hurt.” Lilly’s scroll buzzed with a message. As Lilly pulled it out to check what was up, Smit’s stupid grin came back in an instant. “Of course, I might make you work for my forgiveness.”

“As if I–” Lilly stopped mid-comeback as she stared at the message from Miss Goodwitch.

“What’s up, Lilly?” Smit’s voice hid a hint of concern.

“Belay the apologies. I think I’ll just kill them instead.” When Smit seemed confused, Lilly groaned and showed him the message summoning her to Ozpin’s office, where Honey and Randi were waiting.

“Think I should come along?” While he was genuine in his offer, Lilly knew he was in no rush to spend his evening in the Headmaster’s office.

“No, I’ve got this one. You have fun with whoever that guy is you’re hanging out with tonight.”

“What g– crap! I was supposed to meet him half an hour ago!” Smit jumped up from his seat, pulling out his scroll. He turned to the door, only to pause as he noticed the stack of dishes waiting to be returned.

“Don’t worry. I’ll get these too. You go enjoy your man date.” Lilly smiled at her own joke, shooing him away before he could make to argue. He was already late, whereas Miss Goodwitch had just sent her a message and would expect her to take a few minutes to get there. She also figured it would serve her other two teammates right to have to sit and stew in Ozpin’s office without her.

“Thanks, Lilly. I gotta go!” Smit typed something into his scroll, bringing it up to his ear a moment later. “Hey! Sorry man, I got carried away with my teammate. I’ll be there in a few, Mercury!”

Lilly shook her head as Smit disappeared out the exit, grabbing the tray as she looked over the message again. No details on why they were there, but Lilly wasn’t shocked by who they were with. _Why is it that trouble seems to follow RWBY? You’d think we’d learn to just steer clear of them by now!_

Whatever they'd done, Lilly felt those two would have a lot of explaining to do.


	17. Along for the Ride

“Am I really your friend?”

Ruby sighed in defeat, shooting Honey an exasperated look as she turned to their new _friend_. “For the third time, yes, Penny.”

“Sensational!” Penny shouted, throwing an arm around each girls’ shoulders as they walked and pulling them against her side.

_Can’t…move…bones…cracking…_

With a final, agonizing squeeze, Penny released both of them. “This is the greatest day ever!”

“Please tell me I was never this bad,” Ruby whispered to Honey as they both rolled out their sore shoulders. Honey decided it best to spare the poor girl’s feelings and merely smiled in return.

Penny seemed like a nice enough girl, if a little odd. She was clearly not from Vale, judging by how much she had been asking them about the city and Beacon. She did, however, seem to have an extensive knowledge of the street layout, easily leading them towards the town square without any assistance.

“So, Penny,” Honey said, “I’m guessing you’re not from around here, are you?”

“I am not,” Penny answered. “I recently arrived from Atlas, although I did briefly visit Vale once before.”

“Ooooo.” Ruby hustled to catch up with Penny. “You’re from Atlas? Do you know Weiss, then?”

“Everyone in Atlas knows of Miss Schnee, heiress to the Schnee Dust Company, although I have never had the pleasure of meeting her in person.” Penny was surprisingly formal when she spoke, though the same could be said of Weiss most of the time. _Maybe that’s just an Atlas thing, Smit being the obvious exception to that rule._ “We were quite surprised when she chose to study in Beacon rather than remain in Atlas. As her partner, do _you_ know why she declined Atlas’ offer?”

“How did you know she was my partner?” Ruby asked in return with a confused look.

“Oh, um…lucky guess?” Penny hiccupped loudly, nearly tripping in the process. “I mean…you two arrived together, so I just assumed you were partners.” Another involuntary spasm as the girl’s violent hiccup racked her body.

“Right,” Ruby stretched out the word with another glance to Honey, who merely shrugged in reply.

“Are you here for the Festival?” Honey hoped that changing the subject would allay the awkwardness a bit.

“Yes.” Penny whipped her head around to face Honey as she gave the simple response. “I am here to prove myself in the Vytal Tournament. I’m combat ready!”

 _Okay, maybe it’s not an Atlas thing. This girl is just really weird._ “Did your team get in yet?”

“No. They were not yet ready to join me, but they’ll be here in a few weeks. Until then, I will be staying with my father in Vale.”

“Your dad traveled with you?” Ruby questioned.

“Father did not wish me to travel alone. He worries about me a lot.” Ruby whined in understanding. She often complained about her overprotective father. Honey often wondered what that would be like. “That’s why I need to win the Tournament and prove that he does not need to be so concerned all the time.” Penny resolutely declared her intention to win without a hint of pride or concern. To Honey, it sounded more like she just expected to win and was already more focused on what to do afterwards.

With people like Yang and Pyrrha likely to face her along the way, Honey felt her new friend might be a little overconfident.

“Will we see you in classes, then?” Ruby asked.

“Most of my classes are done with a…private teacher,” Penny hesitantly informed them. “Besides, with so few classes remaining before the dance and missions, I’m not going to miss that much.”

 _That…actually makes sense._ Classes were still ongoing, although the amount of homework was almost nonexistent. Oobleck still assigned a few papers, but even that was a welcome reprieve from his typical assignments. It was more out of necessity than kindness, as some of the teachers would be involved in the upcoming missions and wouldn’t be available to grade all that work. Port was due to leave soon with Team CFVY, some of the older teams having earlier missions since the increased challenge could also mean longer times in the field. Oobleck also had a mission assigned to him, but apparently didn’t have any takers yet. _Knowing him, it’s probably some boring archeological dig that needs protection or something. No surprise he’s still waiting on a team to pick his mission. Sounds like a snooze fest._

The teachers were usually reserved for some of the more difficult missions. Whether that was due to their skill or the school being able to better vet their employees compared to random Huntsmen, it wasn’t likely that any of them would be working alongside someone they knew. Then again, the chance to see another full-fledged Huntsman in action sounded more exciting anyways.

“Do…do either of you have someone accompanying you to the dance?” Penny asked.

“Nope. No one asked us,” Ruby said matter-of-factly. She really didn’t seem all that upset at the lack of dating prospects. Being Yang’s little sister, she was probably more relieved she _wasn’t_ asked.

Honey dreaded to think what Yang would do to her little Rubaby’s suitor. Honey could imagine Yang flirting with whoever it was just to see if they were really that interested. Sort of a screening process to weed out anyone just dating around or trying to take advantage of Ruby. Then again, she might just do everything she could to embarrass the two.

Of course, she could also imagine Yang just beating the guy to a pulp. _You never can tell with her._

“It’s not a big deal,” Honey added, just in case Ruby was hiding her embarrassment. “I know a lot of people didn’t get asked. No one on my team has a date, at least as far as I know. I think a lot of people are just going to come with their team or some friends.” At least, that’s what Lilly had told her. Her partner also seemed to think people might pair off more once they arrived. Something about the guys not having the nerve to ask before but being afraid to be seen going alone at the last second.

It all sounded stupid to Honey, but most guys were pretty dumb in her experience.

“Yang says I still have to dress up, even though nobody asked me.” Ruby’s pout showed she didn’t agree but knew it was pointless to fight. “Honey and I are just gonna hang out together for the evening.”

“Oh. Perhaps I will see you both there then!” Penny said, making it clear she was going solo as well.

“Sure! In fact, if you want, you can just come with us!”

Penny’s eyes looked fit to burst out of her head as she stared at Ruby, a thrilled smile plastered on her face. For a moment, Honey worried they had broken the poor girl, as she just stood there after inhaling loudly. Finally, without any warning, Penny jumped in the air, pumping a single fist as she deftly twirled, landing with a shout of, “Sensational! You really want me to come with you? I can’t believe it!”

“Then it’s a date!” Ruby cheered along, winking at Honey while somehow missing the confused look on Penny’s face.

 _Ruby, what have you done?_ Honey was pretty sure she should clarify some things to the odd girl. _Not sure what she’s thinking, but I have a feeling it can’t be good._ Her clarification was cut off, however, by a booming voice from just ahead of them.

“The AK-130 has been a standard security model of Remnant for several years,” the synthesized voice rang out. Directly ahead, the Atlas display stood centered around a holographic image of General Ironwood. _He looks so much friendlier as a hologram than those news photos a few years ago. Then again, it’s hard to smile when doing press conferences about White Fang attacks._ “And they have done a fine job, wouldn’t you agree? Wouldn’t you agree?”

Behind the holographic general, several of the recognizable Atlas security droids bowed in front of two pods as the small audience clapped along. Honey was a little shocked that the crowd was so small. _With an Atlas announcement in Vale, you would think there’d be at least this many reporters present. Surely Lisa Lavender would want to be here._ Honey couldn’t believe an announcement like this wouldn’t warrant at least a few reporters, but for all she knew, the media could have received an advanced copy and sat on the story until the official reveal. Such things weren’t unheard of and would let them write the story in advance, releasing a complete report right away for their viewing audiences.

Honey glanced at her two friends, finding the two had very different reactions to the display already. Ruby was hunched over in excitement, bouncing from side to side with thinly veiled anticipation. Penny, on the other hand, looked nervous, stepping slightly behind Ruby as her eyes darted around frantically. _What’s wrong with her? Is she nervous about the crowd or something? That doesn’t make sense. We’re a good hundred feet or so from them._

“Presenting, the Atlesian Knight…” _So that’s what the AK stands for._ “200.” Honey’s ponderings were rudely interrupted by a series of crashes.

The metal doors of the pods slid up, revealing an equal number of sleek, white robots. On cue, they each kicked over their bowing predecessor. As the translucent general heaped praise on the updated models, each struck a different pose, drawing a spattering of laughter from the crowd.

Honey felt a gentle tug on her arm. Eyes fixated on the soldiers nearby, Penny insisted they should leave. “Honey, maybe we should go somewhere else.”

“Penny, what’s wrong?” Honey asked, receiving silence as her answer. “Penny? Is everything okay? You’ve been acting kinda weird since we got here.” _You’ve been acting kinda weird since we met you, but more so recently._ Honey turned to Ruby for support, but her friend was too busy drooling over the image that had replaced Ironwood.

In the general’s place now stood an impressively tall mechanized suit – the Atlesian Paladin, according to the voiceover. Easily a dozen feet tall or more, the bipedal monster sported cannons for arms, making it clear what it was designed for. While it was hard to tell from such a distance, Honey imagined the smaller compartments near the top housed more weaponry of some sort.

As a defensive weapon, Honey could easily imagine one of these Paladin’s holding off swarms of Grimm singlehandedly, not that Atlas would send them out alone. In typical Atlas overkill, these behemoths would likely be deployed in squads and could probably push the Grimm back and reclaim land long since abandoned. Even without the absurd weaponry such a mech would boast, Honey doubted even an Ursa Major would be able to go toe-to-toe with one of them. Sure, some of the larger, more unique Grimm that lingered in rumors and children’s tales might be able to overcome one, but even if such truly existed, they wouldn’t be anywhere near the major cities. Otherwise, those cities would have fallen long ago.

Of course, they would probably be just as effective against human adversaries, should the need ever arise.

Penny, having already given up on Honey, was now trying to pull Ruby towards the nearby street corner. “It looks like the presentation has ended. It would be best not to linger. Maybe we could go check out a bookstore or something. After all, it’s starting to get dark and we wouldn’t want to waste the remaining daylight standing here.”

“Sure, sure.” Ruby pulled her arm free as she continued to stare at the holographic Paladin. “Just a sec.”

Apparently, a sec was too long for Penny, as the girl dashed across the street into a nearby alley.

“Penny?” Ruby watched their new friend run away, unsure what had frightened her off so suddenly. “Wait! Where are you going?” She looked to Honey for answers. “What’s going on?”

Honey had a feeling the pair of soldiers running towards them had something to do with it.

“You go after her,” Honey said, pushing Ruby in the direction Penny had fled. “I’ll stay here and distract them.” When Ruby hesitated, Honey waved her away quickly. “Get going!”

Ruby nodded and took off in pursuit of Penny as Honey turned to face the approaching duo. She didn’t know why Penny ran, but trusted Ruby to catch up and find out.

“You there, stop!” One of the soldiers pointed at Honey and slowed to a jog as he neared. The other shot past Honey after the other two. _Well, I split them in half. The rest is up to Ruby._

“Is there something wrong, sir?” Honey made sure to stay friendly and relaxed, hoping it would help the soldier trust her better.

“That girl you were with – the one with the bow – how do you know her?”

“Oh, Penny?” The soldier tensed slightly, proving her new friend was their target. _Great. I’ve befriended a terrorist. Well…two terrorists, counting Blake, although I guess she’s a former terrorist. I wonder if that would matter to someone like him._ “I actually just met her. My friend dropped her scroll and Penny picked it up for her. She was real friendly. Just seemed curious about Beacon. I go to school there.” The soldier’s eyes, barely visible through his helmet’s visor, darted down to the whip on her side. _Better he know I’m a Beacon student than think I’m just some crazed, armed civilian._ “Is there something the matter with her?”

“N-not exactly…” His helmeted head looked past her to the alleyway as the pounding of his partner’s feet began to fade. “We just…needed to speak with her. Do you know where she went?”

“Not really.” An honest answer, since Penny hadn’t exactly told them anything before running away.

“Why’d your friend run after her?”

Come to think of it, that probably looked a little suspicious. If Penny was in some sort of trouble, Ruby chasing after her could technically make her an accomplice. _Why don’t I think of these things sooner?_ All Honey had wanted was to make sure her new friend was safe. Considering these were loyal soldiers of the Atlas military, and the fact they hadn’t even reached for a weapon, made Honey realize they probably could’ve handled the situation better.

“We saw her run and my friend decided to chase after her,” Honey lied. “She’s a Beacon student too and figured she could help.”

Pulling out a small notebook and pen, the soldier began to write down a few details. “I’m gonna need you and your friend’s names and contact information for my report.”

Honey’s smile became a little more strained at his words. _Whatever their deal is with Penny, they want to be able to track us down afterwards. That’s not a good sign. Not sure how I can refuse, though, without looking suspicious. I already told them where I go to school, so they could track me down if I give false information._

Realizing she had backed herself into a corner already, Honey reluctantly gave in. “Of course, sir. My name is H–”

A loud, wooden crash echoed from the alleyway behind her, the soldier suddenly a lot less interested in who she was as he stashed the notebook and yanked a small radio from his uniform.

“Herring, what happened?”

“I’m cut off,” a frustrated voice growled back. “Platform full of crates fell and blocked the alley. I’ll have to circle around. Could use some backup.”

“On my way.” Without so much as a glance at Honey, the soldier took off across the street, narrowly avoiding a car along the way. Honey watched as his counterpart rounded the corner ahead and the two took off in a different direction. Not wanting to wait around, Honey quickly left the area, pulling out her scroll as she glanced over her shoulder to make sure no one was following her.

_And today started out so normally. Now what did we get ourselves into?_

The path behind her remained clear, but Honey made sure to take the next turn anyways as she waited for Ruby to answer. After several dull ringing tones, Honey’s efforts were rewarded by Ruby’s voice.

“Hey!”

Honey sighed in relief. “Thank goodness, Ruby. Where are–”

“–sorry I missed your call. Leave a message and I’ll–”

Honey disconnected from the recorded message and looked around. She wasn’t sure where Ruby would go but trusted her friend to call once she was safe. Figuring a dark alleyway wasn’t the best place to hang out as the sun set, Honey decided to head towards the CCT and find Weiss instead. _Maybe she can make sense of all this madness. Then again, who’s to say she hasn’t left already?_

Still, the CCT was as good a destination as any and kept her on the move. Above her, the street lights began to flicker to life, bathing her in yellow light as she punched the call button and waited for Weiss to answer.

“You have reached the voicemail box of Weiss Schnee.” _Of course no one answers their scrolls today._ Honey patiently waited as the recording rattled off information about who to contact for SDC matters and such before finally finishing with a polite promise to return the call and a loud beep.

“Hey Weiss, it’s Honey. Ruby…is helping Penny with something and we got separated. She isn’t answering her scroll, so I’m headed to the CCT to meet up with you. See you soon!”

If she was lucky, Ruby would get back in touch with her before she had to explain the whole mess to Weiss. She briefly thought about calling Randi, but decided against it.

_Wouldn’t want to interrupt her big, secret whatever she’s doing. Besides, I shouldn’t have to run to Randi every time something goes wrong. Nothing to worry about._

/- - - - - - - - - -/

_Well, that’s worrisome._

Randi watched from the corner of a nearby warehouse as Blake glanced around one more time, then leaned around a pillar to watch as two faunus were ushered forward by what appeared to be a random vagrant. Nodding to Sun, Blake undid the bow concealing her ears and walked directly up to the entrance. With a friendly smile, the same man waved her and Sun through and closed the door behind them.

Randi had overheard Team RWBY’s plans through the open window of their room that afternoon and quickly decided to do some investigating of her own. After ditching Honey with Ruby, she had sneaked to the industrial district and managed to spot Blake and Sun. Making sure to keep a sizable distance from the two, Randi followed them to a series of empty warehouses, only to find one was less empty than it should have been.

Following the pair had been tedious. Blake was paranoid at the best of times and had done her best to make sure they weren’t followed. Random checks behind them. A weaving route that snaked around multiple blind corners. There had been a close call when Blake had waited just past one such corner, but Randi knew better than to let down her guard with the wily cat girl.

Once she was certain Blake and Sun had moved on, Randi did her best to smile politely as she approached the man from before. While he could just be screening people for faunus attributes, there was just as much chance he was a lookout for the White Fang. With their involvement in the docks incident, not to mention Blake’s past, it was quite possible one of them would be recognized. In fact, the man’s vicious smile as he watched the door close behind Blake and Sun had all kinds of red flags going up. She hadn’t worn her helmet at the docks, so there was a good chance she might be recognized as well. Knowing the other entrances were likely to be better guarded, Randi figured a single, unarmed man made this her best point of entry.

“Masks are on the right as you enter.” Randi acknowledged the man’s brief statement and made to pass through, watching as the man slowly turned his attention away from her. Randi’s fist smashed into the guy’s cheek, knocking him sideways into a small stack of boxes. _Seems their lookout didn’t have any aura._ With the huge discrepancy in strength that aura and Huntsman training provided compared to the average civilian, it was no surprise that the solitary strike had knocked the man unconscious.

Glancing around to make sure no one had seen her assault, Randi dragged him around the nearby corner, leaning him against the wall between a pile of trash and some more boxes. With how the guy was dressed, she figured anyone that spotted him would assume he was just drunk. For good measure, she snatched a pair of bottles from the trash pile beside him, dumping the remnants of alcohol on the man’s pants and leaving the empty vessels near his outstretched hand. Pleased with her work, Randi made her way through the unguarded entrance, making sure to grab one of the small masks along the way.

Once the door closed behind her, Randi ducked behind some crates and crept forward, watching as Blake and Sun were directed in by a uniformed White Fang grunt. When nothing bad happened, she prepared to do the same, only to freeze as another member of the White Fang emerged from the building, receiving a nod from the guard as he approached. Randi carefully picked her way closer to listen in.

“So, our guests have arrived?” the new guard asked.

“Yeah, that was them,” came the hushed response, voice tinted with anger. “Traitor and the monkey. Call it in.”

 _Crap, they’ve been made!_ Randi checked her weaponry, hidden within the compartments of her armored pack, and breathed a sigh of relief at the comforting feeling. _Can’t attack them here. Doubt they would go down quietly and the last thing I need is a warehouse full of White Fang charging me in an enclosed space._ Randi took several deep breaths as her pulse tried to keep up with her mind’s pace, watching as the new arrival pulled out a small device.

“Hey boss, you there?” A cackle of static was punctuated by a simple acknowledgement. “We got company. Ears and tail are in the building. No sign of any of the others.”

“Understood,” the voice crackled after a few seconds of silence. “Do not engage. Our _guest_ wants to take care of them personally. Carry on as normal for now. Once we get started, secure the entrances. Make sure no one leaves.”

 _Guest? Who could that be? Did they sneak some White Fang commander into the city?_ Whoever it was, they seemed confident he could take on two Beacon students. As if already being surrounded in a room full of White Fang wasn’t bad enough, Blake and Sun had no idea they had someone that powerful present as well. Their best bet was to escape, but the exits would all be blocked now. Even if the guards only delayed them briefly, that would leave time for the others to catch them.

Basically, those two had walked right into a trap.

 _What were those two thinking?_ After the docks incident, their pictures were all over the news, so of course the local White Fang would know what they looked like! Some of them probably had friends that died in that attack. _And how do they disguise themselves? With tiny masks that only cover half their faces?_

A few more faunus trickled into the event, the guards doing their best not to give away that anything was wrong. At the end of the day, they were still here for recruits. Capturing two infiltrators was just a bonus. Randi considered slipping in with the late arrivals but figured she could do more from the outside. _At the very least, I can take out the guards here and provide an opening for Blake and Sun to escape. If I go now, the commotion might provide a distraction and let Blake known their cover’s blown._

Randi slowly reached for her weapon, plotting how best to eliminate the two. _Can’t be sure if they have aura or not. If I go for the knockout and they are prepared, though, I’m in real trouble. Best bet is to assume they do and hit them hard. If that means they die, so be it._

It was a little odd to realize how easily she dismissed their lives, but it was more a matter of who was more important. There was a good chance that Blake and Sun would be killed if she didn’t act. Forced to choose between two terrorists and two friends, Randi felt the choice was simple. _If I sneak to their flank a little further, I can push them into each other with a shield charge. That should at least knock the wind out of the first so I can attack the second. If all goes well, I take them both out without alerting anyone. Then I’ll just slip in and tip off Blake so we can escape before they realize what’s happened._

“Stay here,” the second guard grunted as he put the device away. “I’ll go tell the others. Once I’m inside, I’ll send some guys to help lock this side down.”

Randi’s hand withdrew from her weapon as she realized the communication had been a direct line. _The other guards don’t know yet!_ Randi assumed they didn’t want to broadcast the instructions to everyone, since it would only take one guard inside with his volume up too high to tip off Blake and Sun to the plan. This ensured secrecy but also presented her an interesting opportunity.

Randi ducked behind a nearby forklift and waited as the guard approached, rounding the corner and cutting off the first guard’s view just before Randi struck.

A quick strike to the throat stunned her opponent and kept him from calling out as she smacked his gun away and deflected a blind retaliatory punch. Randi used his own momentum to push him around, turning him away as she hooked an arm around his neck and pulled tight. No aura fought back, but it wouldn’t have mattered much at this point. _Aura or not, everyone needs to breathe._

The guard thrashed about, trying to break free of her grip. When that proved fruitless, he began to flail both arms and legs in an effort to strike her and break free, unaware of how pointless that was against someone with aura. A few blows connected weakly, but Randi shrugged them off. As his struggles began to weaken, Randi hooked his left arm with her own, pinning it back and bracing her right better before he could think to lash out at the machinery beside them. The extra noise would have been an unwelcome addition.

Her hold finally loosened as the body in front of her suddenly relaxed, fight fading away as unconsciousness overtook him. Carefully, Randi checked his pulse, glad to find he would survive. While she was willing to take a life if needed, she wasn’t about to start outright murdering her foes.

 _Unlike your partner._ Randi shook the treacherous thought away, even if it wasn’t exactly wrong, as she dragged the body behind the forklift where it was less likely to be spotted. _That’s not fair. He really has gotten better with Lilly’s help_. She didn’t know for sure if it would be enough to prevent him snapping again, but she could hope.

Within a minute, she had stripped the uniform and mask from the guard, leaving him in an undershirt and boxers as she disguised herself. The top was a little tight – especially higher up – but it would have to do. She just hoped no one would say anything about the pack she wore, but there was no way she was abandoning it here. She quickly checked the rifle, finding a round already chambered but safety still on.

Double-checking that the hidden guard was out of sight, Randi continued along his route towards the far side of the building. She had to assume the other entrance would be around the corner and hoped she could gain access there. _Once inside, I’ll see if there’s some way I can alert Blake and Sun. Worst case, I’ll find an exit and open fire at the ceiling. That should spook the new recruits into running. Hopefully, Blake and Sun are smart enough to follow suit._

Reaching the end of the corridor, Randi stepped back out into the cool evening air and spotted a loading bay to her right. Two guards stood watch in the dark, concealed in shadow but easily spotted by any faunus. The closer of the two, a small girl with a striped tail, gave a quick wave at her approach. _Guess the disguise is holding up._

“Hold it right there!” Randi stopped immediately as the second guard – a much larger man with gray, leathery skin – pointed a large club at her, free hand hovering over a handgun on his hip. “Why are you away from your post?”

Randi quickly recalled what she had overheard her outfit’s owner say. “Got orders to pass along. Command says to keep a lookout for infiltrators. Guess they must have caught wind of something and want to make sure we keep our eyes open. As if we were just gonna let somebody waltz right in.” Randi shook her head softly, feigning annoyance at the made-up lack of trust. _Hopefully, they can relate._

“Ugh, really?” the larger guard asked, lowering his weapon as he stepped back. “What do they think we’re doing out here? They really sent you all the way over here to tell us to keep doing our jobs?” Clearly she had struck a nerve.

“Tell me about it. After this, I have to go tell someone inside to reinforce the front, which is only down a guy ‘cause they made me leave in the first place!” They all shared a brief laugh at their commander’s idiocy. “At least I get to see the big show now instead of being a greeter for the newbies. Don’t mind getting a little fresh air while I’m at it.”

“Heh, guess it worked out in the end. Better get inside, then.” The small girl pushed the door beside her open, holding it for Randi until she stepped past with a grateful nod. “Caught a glimpse of what they brought in tonight. You _don’t_ want to miss it.”

Randi held onto the door to close it quietly behind her, not wanting to draw any more attention than she had to. A quick look around made her realize she was beside a raised platform, in the center of which sat some large object, shrouded by a dark curtain with the White Fang logo emblazoned across it. _That must be what she was talking about. Not sure what it is, but it can’t be good._ The thought of sneaking a peek was quickly exterminated, as it wouldn’t be worth the risk.

Several sets of eyes watched her from a large crowd of White Fang beyond the stage, though most lost interest once they saw it was one of their own. Those in the crowd looked to be unarmed, but Randi could see numerous armed guards patrolling the sides and catwalks above. The sheer number of uniformed faunus surprised her, as she had assumed the focus was on the new recruits. Instead, the new recruits, easily distinguishable in their street clothes, made up less than a quarter of the room, filing in to the right of the actual members.

 _Guess I’d better get to work. Won’t be long before things get started._ Randi walked behind the stage, trying to get closer to the new recruits and catch Blake’s attention. A short girl sneered at her as she passed, standing out as much for her pink and brown hair as her lack of a White Fang uniform. In fact, Randi couldn’t even see any discernible faunus traits. She was clearly accepted, however, as a rather large faunus walked up to tell her they were almost ready for her boss. She nodded and walked into a nearby office as Randi pushed on further, hoping to distance herself from the center of attention.

_I’m more likely to get spotted by another guard than Blake over here. Maybe if I get up higher…_

Randi walked up to the nearest ladder, making sure to address the guard as she approached. “Boss said to send you to the main entrance to reinforce. Other guy out there knows the details and will fill you in.”

“The entrance, really?” the guard complained. “But the shows about to start.”

“Sorry, man. Not my choice. You know how they are.” The guard shared in the sentiment, muttering what bordered on insurrection as he stomped off like a petulant child. With him gone, Randi quickly scaled the ladder and made her way towards the front once more, both to spot Blake and to avoid the trio of guards in the other direction.

Surveying the crowd of recruits, it didn’t take very long at all to spot the two familiar figures. Aside from the easily discernible black ears and yellow tail the two sported, they were also the only ones armed in the crowd. _Did they honestly think they wouldn’t be noticed like that? Not even their actual members are armed._ Pushing back her frustration, Randi tried to think of a plan to signal them, but was interrupted by the large faunus from earlier striding onto center stage.

“Thank you all for coming.” His accented voice boomed through the room with ease. “For those of you who are joining us for the first time tonight, allow me to introduce a very special comrade of ours. I can assure you, he is the key to obtaining what we have fought for, for so long.”

“Thank you, thank you! Please, hold your applause.”

Far from applauding, the audience began to openly jeer and yell, some shaking fists or giving their guest a thumbs down. It was no better among the recruits. Torchwick chuckled through it all, unsurprised by the chilly reception. _So this is their special guest? We knew they were working together, but it seems not everyone in the White Fang were aware._

Suddenly, it made sense why the White Fang weren’t moving on her friends in the audience. Torchwick had proven to be a formidable opponent and had already all but beaten Blake and Sun before she and Yang had pushed him back. Even then, he had the upper hand, giving ground as he saw fit but taking very little in the way of damage. With how poorly the mission went in the end, Torchwick may very well have wanted revenge, and they had walked right into his trap.

“What’s a human doing here?” demanded one of the recruits, a small girl with antlers standing near Sun. Randi tensed as Torchwick looked at her, worried he might notice Blake and Sun as well.

Far from being offended, Torchwick laughed it off, spewing some nonsense about humans being the worst. He managed to quell much of the protest against him as he skillfully worked the crowd, proving just as dangerous a speaker as a fighter. Within moments, the recently angry crowd was hanging off his every word.

“…you and I _all_ have a common enemy.” Wherever he was going with his speech, it sounded like it would climax soon. Randi frantically searched for something to use as a distraction. “The ones in control, the people pulling the strings, the dirty rotten humans that run our Kingdoms.”

In a way, he had a point. While they would obviously hate Torchwick as a human, he was the enemy of their enemy in that the government was after both him and the White Fang. While Torchwick may not have the sheer numbers of the White Fang, his recent stockpiling of dust and weapons could make him a powerful ally, not to mention his connections and safe houses no doubt scattered around the city. _Is that why he’s been so busy, lately? Was it all as a way to buy an alliance with the White Fang? We need to get out of here and alert Ozpin!_

The curtain beside her was suddenly cut loose, drifting down to the side to reveal a massive robotic…thing. Randi couldn’t really think of a better description. It bristled with weaponry and stood tall enough that she couldn’t see over it from her position on the catwalk. The crowd cheered as Torchwick basked in their praise. Where he even found such a weapon was a mystery. What he hoped to do with it was less of one.

“As some of you may have heard, this right here…” Torchwick tapped his fist against the large, metal leg, “is Atlas’ newest line of defense against all the scary things in the world. And thanks to my employer, we’ve managed to snag a few before they, uh, hit the shelves.”

 _So, he’s not working alone?_ Torchwick didn’t seem the type to let himself be a subordinate, meaning whoever his _employer_ was had to be someone powerful. Randi listened as Torchwick spoke of an operation in the southeast, logging that information away as he made a pitch for more to join. The way he made it sound, this wasn’t his only giant death-mech.

“Now, as I understand it, we have some old friends in attendance today.” The room quieted as many of those before him started to look around at one another. “These two fought admirably at the docks, where, as some of you may recall, a group of Huntsmen mercilessly killed more than a dozen of your comrades.”

The reminder had many in the crowd crying out in anger. Blake and Sun, having finally realized they had been found out, were nervously looking around for an escape. The only entrances were quickly being closed off by the various guards around the room, cutting off their escape as Torchwick sauntered to the corner of the stage near the recruits.

“But these two weren’t helping to defend your fallen brethren. No, they were fighting against them. In fact, they are the ones who started the fight!” The rumble of anger grew, a few shouting to know who it was. Torchwick was only too happy to answer. “So, kitten, why don’t you and monkey-boy save us the trouble and make your way up here?”

Bad enough he was staring directly at the two, but what really gave them away was how Blake suddenly brandished her weapon. Those near her quickly backed away, exposing the duo for all to see. Sun awkwardly waved to their accuser, further cementing their fate.

 _Well, cat’s out of the bag._ Randi winced at her own pun, frantically searching for some sort of distraction. What she found was a circuit box directly beneath her. _It won’t do much against the White Fang, but Torchwick will be blind, at least. They can try to make a break for it while he’s out of the picture._

Randi vaulted the catwalk’s railing, rolling as she hit the ground below. She wrenched the circuit panel’s cover open. What greeted her were dozens of switches, labels having faded or peeled off long ago. It would take too much time to flip them all and none of them appeared to be a master cutoff. _No time for subtlety, then._ Taking a quick step back, she flipped the safety off her stolen rifle and took aim.

The gun barked in her hands as she held the trigger, unloading the full magazine into the small electronic box. The carnage had the intended effect, shutting off all the lights while drawing a host of faintly glowing eyes in her direction.

That also meant the guards now knew whose side she was on. Randi turned to stare down several rifles as the nearest guards move to surround her. Their attention wavered for a moment as a crash of glass proved Blake hadn’t wasted her distraction. Whether she meant to or not, Blake had already returned the favor.

With her aggressors distracted, Randi brought her shield around, armor deploying around her as she ditched the mask, replacing it with her helmet as she reached for her spear. By the time those near her recovered, she stood fully protected and prepared to meet their charge. Behind them, Torchwick had used his lighter to find the base of the mech and clambered up the side, the metal beast humming as he disappeared into the top.

 _That’s not good. I need to get out of here and warn the others._ The guards in front of her would be a problem, if only due to them slowing her down.

Or maybe not.

“Wolf.”

“Is it really him?”

“I thought he was dead.”

The guns lowered an inch as a few of the guards seemed fixated on her, a mixture of bewilderment and awe on their faces. Their hesitation made the others confused, giving Randi an opening. _That’s weird, but I’m not sticking around to ask questions._ Torchwick’s new toy was up now, but it didn’t focus on her. Instead, the mass of metal lumbered off the platform and turned towards the windows Blake and Sun had dashed out of.

 _He’s still going after them,_ she realized. With all the lights out, he probably didn’t even know she was there. Her friends, however, knew too much to be ignored.

Randi dashed through the stunned gaggle of guards, knocking a few to the ground with cries of surprise as she hooked the shield onto her back for cover. Just as the mech started forward, she leapt from the platform’s edge, spear held high above her. She crashed into the side of the beast, face stinging as she collided with a small set of rungs leading to the top as her spear pierced a small dome and lodged itself in the metal frame. Bullets ricocheted off the metal around her, some pinging off her shield while a few struck her legs, aura flaring with each impact as several rounds penetrated the armor. Her body lurched sideways, but she hooked her arm around the small ladder and braced herself for the rapidly approaching wall.

_This is gonna suck._

/- - - - - - - - - -/

“Sorry I missed your call. Leave–”

With a defeated sigh, Honey disconnected from yet another failed attempt to contact Ruby. The CCT towered overhead as she headed for the entrance, hoping to find Weiss inside still. _Looks like I’m gonna have to deliver the bad news after all._ Before she got anywhere near the entrance, however, she spotted the tell-tale white hair of Ruby’s partner exiting the building. Weiss had a scroll up to her face as she walked, veering away from Honey without seeing her.

“Weiss, wait up!”

“There you are, Honey.” Weiss tucked her scroll into a pocket as Honey raced to her side. “Sorry I missed your call. I had to download some files onto my scroll. Now, what has my partner gone and done this time?”

“Wha–” Honey had to stop and catch her breath, having run most of the way to find Weiss. “What makes you think _she_ did something?”

“Experience, mostly. I swear, I’m never letting her go anywhere alone again.” Weiss muttered something about this happening “every time” before looking back to Honey for an answer.

“You remember that Penny girl from earlier?” Honey asked.

“Who?”

“Oh, that’s right, you split off before she introduced herself.” _Probably a good thing she did. Not sure if Weiss would’ve been able to put up with Penny’s…exuberance._ “The girl who picked up Ruby’s scroll for her.”

“Ah, yes. What about her?”

Honey proceeded to fill Weiss in on everything that had happened, from Penny befriending them and her uneasiness at the Atlas display, all the way up to her running away from the soldiers. Through it all, Weiss listened patiently, shaking her head at the end.

“Ruby ran off to help her while I stayed to talk to the soldiers.” True, even if it was more to distract them so Ruby and Penny could get away. “Ruby hasn’t called me back yet, so I don’t know where she is.”

“So, let me get this straight,” Weiss moaned, forcibly rubbing the bridge of her nose. “Someone you just met ran away from Atlas soldiers, and my _idiot_ partner decided to help the fugitive escape?”

“I–I don’t think she’s a bad person. She seemed really nice. The soldier said they just needed to talk to her. We just wanted to help!”

“Why am I not surprised?” Weiss muttered to herself, pulling out her scroll once more. “Let’s go find the moron and sort things out. The last thing I need right now is for her to be hunted by Atlas. I’m sure I can clear this all up if we hurry.”

Before Weiss could try to call Ruby, however, the scroll blared out an incoming call from Blake.

“Now what?” Weiss demanded as she hit the accept button. “What is it B–”

“Everyone! If you can hear me, we need back–” Blake’s frantic request was cut off by the sound of Sun yelling as metal screeched and something crashed near them.

“They got a robot, and it’s big! Really big!” Sun called out. “The Torchwick guy’s in it. But not like – it didn’t eat him – he’s, like, controlling it or something!”

“Where are you guys?” Yang’s voice joined the call, asking the critical question. All she got in response was another yell. A voice that Honey didn’t recognize mumbled something she couldn’t hear. “Yeah, I got it.”

Weiss stared at the scroll in disbelief, the only sound being the rhythmic pounding of something heavy. “Got what?!? No one said where they are!”

“We’re heading for the freeway!” Blake shouted back and hung up.

“The freeway? That’s a terrible–” It took a moment for Weiss to realize no one could hear her. With a shout of frustration, she put the scroll away and started to run across the courtyard. “C’mon Honey! Those idiots are gonna need our help. When I get my hands on them…”

Honey took off in pursuit, realizing they would need all the help they could get. Luckily, she had some backup in town already. “I’ll call Randi and see if she can help!”

As with all her other calls, Honey hung up when no one answered. _What could be so important that she would ignore me?!?_

/- - - - - - - - - -/

Randi ignored the buzzing in her pocket as her impromptu transportation smashed down onto the freeway, continuing its reckless pursuit onto the heavily populated road. “Sorry, I’m a little busy right now,” she grunted, pulling herself further up the side.

Climbing up the giant thing as it barreled past speeding vehicles was harder than it looked, but Randi persisted, using her spear where she could to help stabilize herself. The only places she could penetrate with so little leverage were the bubble-like protrusions dotting the metallic side. Piercing each one was as much for stability as concealment, since Randi figured those were sensors of some sort. Torchwick might notice the sensors going down, but better that than a full view of her climbing up. Hopefully, he’d be too focused on his rampage to notice.

After a few agonizing minutes, Randi finally crested the top, spotting the hatch Torchwick had used. Unfortunately, several of those accursed domes spotted her as well, each swiveling suddenly to point small lenses at her. Crawling forward, Randi grabbed the hatch and pulled on it as hard as she could, but it didn’t so much as budge. _Must be locked from the inside. There goes that idea._

Instead, Randi pulled herself further forward, positioning herself above where she had to assume Torchwick sat and rising to her knees. She hoped there wasn’t too much armor between her and the cockpit, but there was only one way to find out.

A wailing alert from inside the mech was the only warning Randi received as she raised her spear above the monster’s head. She fell backwards as the mech suddenly sped up, smashing through cars and sending them flying in all directions. Randi managed to grab ahold of the hatch once more as she slid by, rolling to the side a little to avoid a sedan that spun through the air. She watched the car smash upside-down into the pavement, almost flattening a familiar motorcycle coming up from behind.

_Thank goodness. Cavalry’s here. Maybe they can help me slow–_

Randi’s grip was nearly torn loose as her mount shook violently from several impacts. Glancing back again, she spotted someone on Yang’s bike – _Neptune, I think, is what they called him_ – firing electric blasts that struck only a few feet from where she lay. Her aura flared slightly as she felt a tingling in her fingers. Without warning, he jumped from the motorcycle, twirling his weapon overhead and bringing it down to strike near where Randi clung. The look in his eyes showed that he hadn’t realized she was already occupying the spot, but it was too late to change his direction.

 _You’re kidding me, right? Of all the…_ Randi didn’t have time to finish complaining as she reluctantly released her hold of the hatch and let herself slide off the back, just as Neptune struck near where she had been a moment ago. As she slipped off, Randi brought out her shield, hooking a foot through the strap to secure herself as it grew to full size. Her metal bobsled bounced violently as it struck the road, sparks shooting to the sides as the mech began to pull away. Randi held her arm out as the sound of an engine drew closer, allowing Yang to snatch her. The momentum pulled her up sharply as she swung a leg over, landing roughly behind Yang with a grunt as the blonde shifted her weight to counterbalance and keep them upright. With a quick flick of her foot, Randi brought her shield up and stashed it on her back next to her spear once more.

“Thanks for the lift,” Randi panted, hugging herself close to Yang as the two wove through the wanton destruction.

“We need to find a way to stop him before someone gets hurt!” Yang shouted.

Neptune and Sun screamed as they were flung to the side, disappearing into the streets below.

“…before someone else gets hurt!”

“Any ideas how we can stop him?” Randi yelled back, earning a shrug from Yang. “He sealed the hatch. Thing’s covered with sensors. I took out a few on its left side, but there’s plenty more. Not really sure what the three of us can do to slow it down.”

“Not much, but that’s what she’s for!”

Ahead, Randi spotted a flash of white drop down from an overpass as Weiss prepared for Torchwick’s charge. While she wasn’t the best choice to meet that kind of force, Randi doubted her plan was to fight it solo. With a quick flourish and stab, Weiss coated the roadway in a layer of ice. The metal giant didn’t seem to notice and ran straight at her, only to slip and tumble off the side of the freeway to the empty streets below.

“That should do it!” Yang cheered as she pulled to the side of the road, keen to avoid the large patch of ice that dominated the freeway ahead. The two dismounted and ran to where Torchwick had fallen. Below them, the mech shambled back to its feet to face Ruby and Honey.

Yang’s gauntlets deployed as she smiled to Weiss and Blake before jumping down. Randi followed suit, joining Honey and Team RWBY below to face off against the imposing mech and its nefarious pilot.

“Freezerburn!”

/- - - - - - - - - -/

“So the six of you then decided to take on Vale’s most wanted criminal – again – as he piloted the most advanced piece of Atlas weaponry available?” Goodwitch demanded, frustration evident on the stern woman’s face.

“Yeah, and we kicked his butt!” Yang cheered, missing – or possibly just ignoring – the obvious mood of the room. “Smashed his new toy and sent him packing! Chalk another one up for Team Ruby!” Honey coughed from beside Ruby. “…and friends.”

Honey groaned quietly at Yang’s add-on. _I was trying to get you to cut it out, not take us down with you!_

The eight of them – Team RWBY, Honey, Randi, Sun, and Neptune – sat in the all-too-familiar office of Headmaster Ozpin. The enigmatic Headmaster sat quietly, content to let Miss Goodwitch handle the debriefing as he calmly sipped his ever-present mug of coffee with an amused smile. Less amused, Miss Goodwitch stood between them and Ozpin’s desk, occasionally pacing back-and-forth as she questioned them on the night’s activities.

“We _did_ manage to stop him, but he got away again,” Blake admitted, ears tucked low. Idly, Honey wished she kept the bow off more often. Watching those ears move around was oddly entertaining. “He wasn’t alone. I guess he got a new henchman.”

“Henchwoman…henchgirl?” Yang contemplated the name out loud. “She tricked us with some kind of illusion so they could run away. Made it look like they were right in front of us.”

“I see.” Miss Goodwitch typed a few notes as silence retook them. Once she was satisfied with her entry, she asked, “Does anyone else have anything to add?”

Despite Yang controlling much of the conversation at the end, Honey felt they had told Miss Goodwitch everything. _Well, everything we needed to._ They left out the meeting with Penny, since Weiss was still not convinced the girl was completely innocent and Ruby was pretty evasive when Honey had asked about what happened when they ran off.

Blake had done most of the talking at first, describing the White Fang meeting and the reveal of the Paladin. Randi had explained, much to Honey’s frustration, that she had overheard their plans earlier and followed Blake as backup, somehow finding herself in a White Fang disguise along the way. As usual, she was _way_ too light on the more interesting details and stuck to what she felt was important. She did, however, add a few details about what Torchwick had said, including that they likely had more Paladins and had a base somewhere to the southeast. All that was left after that was to fill Goodwitch and Ozpin in on the fight.

“Let me just make sure I have this straight,” Goodwitch hummed as she paced in front of them, looking down at the screen in her hands to check her notes. “Miss Belladonna once again had insider knowledge of White Fang activities in the city.” Blake lowered her head a bit at the insinuation. “Mister Wukong came along again while Miss Asmer followed out of concern. Despite all three being known by the White Fang – especially Miss Belladonna,” Honey wasn’t sure if Blake could sink any lower, “you all entered the rally _without_ backup.” Stopping in front of Blake, she continued, “You knew when and where the White Fang would be meeting, but felt it best not to notify either the faculty or the police?”

The three of them knew better than to try to answer that one. The pacing resumed.

“You _finally_ left when it was obvious you had been discovered, only to lead Torchwick on a chase through Vale in a functioning Paladin, calling your team along the way. Yet again, no one bothered to notify the authorities.” Goodwitch paused to let her point sink in further. “Since damaging a few buildings downtown wasn’t enough, you decided to lead him on a high speed chase on the freeway, a place filled with innocent civilians that had nowhere to run, placing countless lives in danger.

“You eventually managed to get him back off the freeway and into an unpopulated area, where you proceeded to fight Torchwick, _somehow_ destroying the Paladin in the process, but also damaging several critical supports of the freeway you had just exited. Instead of staying to fight, Torchwick elected to leave with the help of a previously unknown accomplice, possibly sparing you.” Coming to a stop in the middle of their group, Goodwitch looked at them over the top of her glasses. “Does that about sum it up?”

Before anyone could stop her, Yang decided to fight the inevitable. “Hey, that’s not entirely fair! Torchwick didn’t _elect_ to leave. We had him dead to rights. No little girl with a few tricks would have changed that.”

Honey wasn’t the only one looking for an exit as Goodwitch focused in on the outspoken blonde before her. “That _girl_ , as you put it, was worthy of being Torchwick’s personal bodyguard. Even by himself, Torchwick is no pushover. By your own admission, this girl’s illusion kept you from seeing what they were really doing. They could have just as easily attacked or slipped behind you as run away.” Honey gasped at what should have been obvious to them. “Even if you had defeated them, it would have come at the cost of severe injury or even the death of some of your team.”

“But–”

Miss Goodwitch’s riding crop _slammed_ against the desk, causing them all to jump as Yang was silenced.

“But _nothing_ , Miss Xiao-Long! You do not even seem to realize the gravity of your continued recklessness! Or are you volunteering to notify the families of the dozens that died tonight on that freeway?” Honey didn’t realize anyone had died and looked to Randi for some sort of confirmation. The way Randi avoided her gaze said it all. “What if things had been even worse? Would you like to be the one to call Miss Belladonna’s parents to tell them their daughter had perished? Maybe _you_ can give the press conference announcing the death of Miss Schnee! How would you feel being the one to tell your _father_ that Ruby was no longer with us?”

Honey had never heard Miss Goodwitch refer to a student by their first name, but she doubted it was an accident. Nor did she think Goodwitch had _accidentally_ saved Ruby for last. Yang desperately sought out her sister, reassuring herself that Ruby was still in one piece as Ruby stared ahead blankly, no doubt imagining the horror that would put her family through.

Ruby had told Honey once of her mother’s death. More specifically, she had told Honey how it had nearly destroyed their family. Their dad – the same funny, happy man she had met during the break – had shut down entirely, barely even aware his daughters were still around. Ruby was too young to do much, so Yang had been the one to rise up and try to rally them. It wasn’t until they were both older that their uncle had let slip just how bad it had gotten – about the time their uncle had walked in on their dad with a gun in his mouth. The next morning had been better, even if the two men both sported black eyes. Their uncle stayed with them for weeks after that, eventually taking the broken man to task for forgetting about the rest of his family.

To imagine Yang putting their dad through all that again was heartbreaking to Honey. She had to imagine it was worse for Ruby. Judging by the tears creeping down Yang’s face, it was no walk in the park there either.

Goodwitch mercilessly carried on. “Luckily, the public places the full blame of the deaths squarely on the shoulders of Torchwick and the White Fang. Otherwise, we would be having a _much_ different conversation.”

Honey had to wonder if some of them might be heading home in that conversation.

Miss Goodwitch walked back to the side of the desk and looked to Ozpin. “Considering everything that happened tonight, can I punish them _this_ time, or do you think they are still just being children. First, they nearly destroy the cafeteria. Now a freeway full of innocents lies in their wake. I shudder to think what they might do next.”

“You have made your point, Glynda,” Ozpin reluctantly acknowledged, shooting her a look of irritation before finally addressing the students before him. “Understand, students. As frightening as she may appear, I daresay Miss Goodwitch cares for you more than anyone else at this school. You bear her ire today, but I assure you it is born of concern and disappointment, not hatred. I expect each of you to accept her decisions without complaint.” Ozpin’s eyes were locked squarely on Yang.

None of them answered, each resigned to whatever fate awaited them. Miss Goodwitch’s face softened a little with a sigh. “He’s right. I do not _enjoy_ punishing you. I merely wish to ensure you understand the seriousness of the life you have chosen.” Goodwitch’s eyes drifted past them, staring out past the school, even beyond the city itself. “The life of a Huntsman is not an easy one. We are called upon to make life-or-death decisions every day. If we are lucky, it is only _our_ lives that hang in the balance. All too often, it is many more.” Ozpin nodded solemnly as Goodwitch came back to herself and looked down upon them, face returning to her normal, stern demeanor. “But you will have plenty of time to learn about that with me in detention.”

It seemed the momentary glimpse of Miss Goodwitch’s softer side had ended. _Now, back to our regularly scheduled punishment._ “Team Ruby, you will be seeing me for three weeks.” She waited for the usual protest, but no one made a sound. “If needed, we will work around your upcoming missions. Since they cannot seem to help but follow you all into trouble, Mister Wukong and Mister Vasilias will be joining you for the first week. In addition, the six of you will not be allowed to leave the school grounds without my permission until the start of the Festival. Is that understood?”

“Yes, ma’am,” the half-dozen voices droned back.

“As for the two of you,” Miss Goodwitch focused in on Honey and Randi. Honey wondered what was in store for them. Being singled out by Miss Goodwitch was never a good thing. “I have not decided on your punishment yet.”

Honey breathed a sigh of relief, making sure to fight back the part of her that wanted to suggest letting them go free.

“One of you got dragged in by association.” Honey smiled a little as she realized how much better that sounded. “The other knowingly followed them into trouble.” _Punish her, not me!_ Maybe it was a little selfish, but Honey was just a victim of circumstance. “However, as teammates, I feel it only fair to punish you equally.”

The elevator chimed behind them, drawing all ten sets of eyes.

“Of course, it’s only fair your leader be involved in the decision.”

The elevator doors opened, revealing the furious face of Honey’s partner. Her eyes scanned the room, locking onto the pair as she stormed forward. Honey looked to Randi, only to find the normally unshakable faunus as worried as she was. With a gulp, Honey shrank into her chair, unable to miss the smirk that Miss Goodwitch didn’t even bother to hide.


	18. Intervention

“Ah, Miss Azura. We were just speaking about you.”

Lilly ignored Miss Goodwitch’s greeting as she stomped off the elevator, eyes fixated on the half of her team seated in the Headmaster’s office. Neither of them would meet her gaze, Honey going so far as to sink down into her chair and stare the other way. Lilly was at least thankful the two understood how upset she was.

 _Another perfectly nice evening ruined by the antics of Team RWBY. I swear, those four girls are cursed or something. Couldn’t just let me enjoy my night, could they?_ And it _had_ been a nice evening. The workout was tough, but Lilly found it helped burn off the stress of the week and unwind for the weekend, making the next morning’s soreness worth it. Dinner with Smit had been pretty fun. If someone had told her last semester that she would enjoy spending time with Smit, she probably would’ve introduced their face to the business end of _Brevis_. Instead, she found herself even now trying to ignore some of his stories, intent on keeping a serious face as she stifled a laugh at the memory of one of his jokes.

“Sorry it took so long, ma’am.” Miss Goodwitch nodded silently to her apology. “What did they do _this_ time?”

“We were just–”

“I asked Miss Goodwitch, not you, Randi.” The wolf girl’s mouth clicked shut at her leader’s rebuke. Once it was clear no one else was going to interrupt, Miss Goodwitch cleared her throat and began to explain.

“Miss Asmer followed Miss Belladonna and Mister Wukong into a White Fang rally this evening. Roman Torchwick was present, along with a stolen piece of Atlas technology – a Paladin. Miss Asmer was not recognized, but the other two were spotted and forced to flee. When Torchwick gave chase with the Paladin, Miss Asmer jumped aboard to follow, leading to a high-speed pursuit on the freeway that resulted in the death of at least 30 people, with many more injured.” Lilly’s brow furrowed deeper as she spared a glance for her teammates, neither of which dared look back. “Miss Viella was with Miss Schnee at the time and followed her when her team called for backup. The six of them – Team Ruby and your teammates – fought and destroyed the Paladin before Torchwick and an unknown accomplice fled the area.”

“You said _thirty_ people died as a result?” Lilly demanded.

Instead of being offended by the lack of decorum, Miss Goodwitch scrolled through her notes briefly before answering, “The current toll stands at thirty-seven, although that count may rise, as there are many in the hospital as well, some with life-threatening injuries. While I do not hold your teammates responsible for those deaths, their failure to notify the authorities is inexcusable. It is possible that such an action could have prevented this tragedy.”

“Thank you, ma’am. I assume they will be spending some time in detention as a result. I can assure you that they will be present for _every_ session.” The way Lilly hissed out the words made it clear she intended to see to that personally.

“Actually, I have not decided on a punishment yet. I thought it would be good to involve you in the process, as you are their team leader. After all, team discipline is an important aspect of leadership.”

Lilly wasn’t sure if Miss Goodwitch was being generous or cruel in letting her help. On the one hand, she could push for a merciful approach since Randi and Honey were not the masterminds. Then again, Goodwitch was probably aware that Lilly wouldn’t want this to go unpunished. In the end, she could always override Lilly’s decision, but it turned the punishment into a leadership exercise for Lilly.

“What sort of punishment did the others receive?” Lilly asked, hoping to glean some valuable insight on Miss Goodwitch’s thoughts.

“As the ones primarily responsible for the events that transpired, Team Ruby will be receiving three weeks of detention with myself. Mister Wukong and Mister Vasilias will each receive one week. In addition, all six are forbidden to leave the school grounds without approval from myself directly. Given their penchant for finding themselves in these sort of situations, I thought it best to limit further disasters as best as possible.”

Lilly thought it over for a few seconds, debating what sounded fair for her teammates. _Three weeks really isn’t that long considering the number of people killed. The restriction on leaving campus, especially so close to the Festival, is probably meant to balance that out, especially with the team missions coming up pretty soon. As for my team, part of me wants to throw them under the bus for ruining my evening, but that isn’t how a leader should think._

In the end, Lilly thought it safest to default to Miss Goodwitch’s subtle suggestion. “Randi and Honey may not have been the ones responsible for the events tonight, but their behavior shouldn’t go unpunished either.” Honey seemed to deflate as Lilly sealed their fate. “Since they are just as guilty as Sun and…” Lilly realized she didn’t know who the blue-haired teen beside Sun was, “his partner, I believe they should receive the same punishment.”

The decision was kind of an easy out for Lilly, as she really wasn’t interested in assigning detentions, even if she used to think she wouldn’t mind having Miss Goodwitch’s job someday. _This way, I show that I think she’s fair with her punishments, but also lets me off the hook entirely._ Some people may have accused her of sucking up a little, but she didn’t see any problem with buttering up the faculty every now and then. Judging by Miss Goodwitch’s slight smile as she noted something on the screen nestled in the crook of her arm, Lilly had chosen wisely.

“Very well. I will respect your decision on the matter.” Goodwitch’s stern demeanor washed away the smile in an instant as she turned back to the teens seated before her. “All eight of you will see me on Monday for detention. Specific time and location will be sent to your scrolls as a reminder. Now, if all of you will kindly leave the Headmaster’s office. There is a mountain of paperwork that is not going to handle itself.”

As the eight of them rose from their seats, Ozpin snapped out of his coffee-induced stupor at the mention of paperwork, groaning quietly at the realization of how his weekend would be spent. Recovering quickly, Ozpin made a suggestion. “Perhaps the students would benefit from seeing some of what we have to deal with in the aftermath of their…adventure tonight. Since they are not going anywhere tomorrow, we could always have them assist with the paperwork instead?” Even to Lilly, his pleading question sounded a little desperate.

Unfortunately for the Headmaster, Miss Goodwitch was not in a merciful mood…at least not for him. “I believe Miss Azura and I have selected appropriate punishments already. Besides, it would take longer to check over all of their work afterwards. Better to leave it to an experienced professional, such as yourself, Headmaster.” Goodwitch’s smile bordered on vicious as she dismissed them for the evening. The last thing Lilly saw as the elevator doors closed was Ozpin pulling out a larger mug and filling it from a hidden coffee pot.

The elevator ride was cramped once again, reminding Lilly of the last time they were in the Headmaster’s office. She had always figured it would be Smit that got her dragged back to that room, yet here she stood because of her other two teammates.

“Lilly, I–”

“Save it, Honey.” Lilly wasn’t in the mood to talk yet, nor did she feel like trying to lecture her teammates in front of six other students in a tiny box. Plus, there wasn’t much room to turn and face her teammates, and Lilly wanted to make sure they could see how disappointed she was. _Great. I’ve turned into my mother._ “We’ll talk about it when we get back to the room.”

Since this was a team matter, it only made sense to have the whole team present. At least, that’s what Lilly told herself as she sent a quick message to Smit. It definitely wasn’t just an effort to have some backup.

/- - - - - - - - - -/

“So, here’s my room,” Mercury needlessly explained as he and Smit entered a dorm in the exchange student wing. Having separate dorms for the exchange students made sense logistically, but Smit figured it was just as much to give Beacon a slight advantage. The students from all three schools shared a single building, although each had their own floor. The workout rooms were sparser and the exchange students would have to walk further for practically anything, whereas Beacon students were better centralized in their own building. That also meant the exchange students would have less privacy to discuss battle plans, while the Beacon students only had to worry about their fellow classmates, not two other Kingdoms’ worth of potential combatants to watch out for.

Mercury’s room wasn’t much different from Smit’s own, although it seemed a little cleaner. The school must have done a thorough scrubbing to remove years of dust and grime, leaving a hint of cleaning solution clinging to the air. Despite only having been there a few days, Mercury’s team had made themselves at home. Some clothing was laid across a bed near the window, with a few items spilling onto the floor beside it. Another bed in the corner looked unused, likely the one assigned to Mercury’s missing team member.

Speaking of teams, Mercury’s partner – a short girl with dark skin and short, green hair – was sitting at the desk nearby, working on some homework already. Smit could hear the shower running as well, explaining the absence of the final team member.

“This is Emerald,” Mercury shrugged as he jerked his head towards the studious girl. “Em, this is Smit. He’s from Beacon.”

Emerald finished writing something and stood to face them, offering a hand to Smit with a smile. “Nice to meet you, Smit.” Emerald’s grip was strong, but that was to be expected among Huntsmen. “Mercury told us all about you. Nice to see him finally making friends for once.”

“Ignore her. She’s just jealous she can’t spend as much time with me.”

“As if. I only put up with you because I have to. Speaking of…” Emerald turned to Smit with a pleading look, “do you know anyone looking for a team? I’d be happy to make some room on ours.”

Smit couldn’t help but laugh at the back-and-forth of the two partners. In a way, it was pretty familiar. “Sorry. Haven’t heard anything, but I’ll keep my ears open.”

“Whoa, now,” Mercury pulled him back a little as if to stake his claim. “Don’t go joinin’ her side, man. She can find her _own_ friends…at least, I assume she can.”

“I’m sure she’ll have no problem. Most people are pretty friendly here.” Looking to Emerald, Smit had an idea. “You should meet Team Ruby. They’re in the room next to mine. Pretty fun girls. Maybe I could introduce you sometime.”

“I think we actually bumped into their leader last night. Short girl with dark hair and a red cape?” Emerald asked, earning a nod from Smit. “Thought so. We got lost in the Beacon dorm hall. She helped us find our way over here. Seemed friendly enough. Maybe I _should_ meet them.”

“Aw, my little Emerald, all grown up and making friends!”

“Shut up, you moron!” Despite the insult, there didn’t seem to be much heat in the demand. With a quick chuckle, Emerald sat back down to continue working. “Anyways, good to meet you. Cinder’s taking a shower right now. Our other teammate had to take care of a few things before she can join us. Should get here in time for the Tournament, though.”

“Yeah. Mercury told me while I showed him around. I’ll let you get back to work.” _If she’s as diligent as Lilly, I’d best not keep her from her studies. Not a good way to make friends._

Mercury plopped down on a nearby bed and waved Smit over. “Take a seat, man. No need to stand around all night.”

“You sure your teammates won’t mind?”

“Nah. That’s my bed, anyways.” Mercury said, which Smit felt would explain why it was the messiest of the four. “Figured they’d be less weirded out by me claiming one of their beds than someone they haven’t met yet.”

“Cool. So, what do you think of Beacon so far?” Smit asked. The two had walked around campus a bit so Smit could point out a few areas. Mercury already knew some of the basics, like the cafeteria, bullhead docks, and dorms. Smit had made sure to show where the classrooms were for Monday, as well as the auditorium and ballroom. He was sure Beacon had provided them with directions to each, but it wouldn’t hurt to show them instead.

“Pretty nice,” Mercury admitted. “Similar to Haven in some ways, but it’s pretty cool to see so many students here. What about you? How are you liking Beacon?”

“This place is great!” Smit could honestly admit he was glad he came to Beacon. Of course, admitting you liked your school could be a little nerdy, so he made sure to hedge his excitement with some reasons. “They’re pretty laid back on the rules for the most part. Didn’t even get in any trouble for that massive food fight a few weeks ago. Pretty much wrecked the place, but they let us off easy. Goodwitch can be pretty rough, though, if you do anything serious.”

“You speakin’ from experience?”

“I _may_ have gone to the Headmaster’s office,” Smit bragged, wearing his discipline like a badge of honor. “Whole team and another got dragged in last semester.”

Mercury was clearly impressed. “Wow. What did you guys do?”

Sensing an opportunity to prove how awesome he was, Smit grinned and asked, “You happen to see the news about that White Fang raid at the Vale docks?”

“No way. Are you sayin’ that you fought off that Torchwick guy and some terrorists?” Mercury asked.

“I swear it was us! I didn’t actually fight Torchwick, though. Randi and a few others handled that. I took care of a bunch of those White Fang wimps instead. Took down over a dozen of them by myself!” Smit preened under the approving look Mercury shot his way. Beyond Mercury, the shower cut off.

“That’s pretty crazy,” Mercury laughed, leaning back a little. “You haven’t even had your first mission yet, but you’ve already taken on a wanted criminal and his band of terrorists? Maybe I should’ve come to Beacon.”

Emerald called out over her shoulder, “Not too late. You could always transfer here. It’ll be tough, but I’m sure we’ll manage without you.”

“Thanks for the support, Em.”

“Anyways,” Smit cut in, sensing they were about to descend into another sniping war, “the teachers are pretty weird. Port pretty much just tells crazy stories the whole time. Pretty sure he makes up a lot of it, but as long as it keeps him from assigning anything, I’ll allow it. He’s supposed to leave for a mission soon, so I’m not sure if you’ll see much of him. Oobleck makes up for it, though. Man talks faster than I can listen and assigns more homework than I’ve ever seen. Goodwitch teaches Combat Class. She’s pretty strict, but half the time it’s just us sparring for her to grade. Heard she’ll be stepping that up a bit since we have so many exchange students. Good chance to show off your skills.”

“More like a good chance to let everyone spy on us.” Smit froze at being called out on his plan, but Mercury just laughed. “No worries. I’m sure everyone is thinking the same thing. Wouldn’t be surprised if a few people hold back in spars to gain an edge in the Tournament.”

Before Smit could comment, the bathroom door swung open. Smit’s eyes swept past Mercury’s shoulder, revealing quite the interesting figure in the doorway.

“Oh, I didn’t realize we had a guest.” Cinder’s sultry voice didn’t sound overly embarrassed at the surprise. Mercury thought she should’ve been more upset, considering what she was wearing.

A faint cloud of steam rose behind Cinder from her shower as she stood in the doorway. Long, black hair hung down behind her, still dripping periodically. Her warm, smiling face had a few droplets of water still clinging to it. But that wasn’t what caught Smit’s attention.

Cinder walked towards the bed Mercury was sitting on, a tan towel wrapped around her body, barely covering the important parts. Slowly, she bent down to pick up some discarded items of clothing from the floor. Smit’s eyes lingered longer than they should have on the tempting gap the angle created as she carefully retrieved a lacy, black bra and matching panties. As she rose, her eyes drifted up to his own, catching him in the act before he could force himself to look away. Far from being upset, Cinder smiled coyly at him as she grabbed the remainder of her outfit from beside Mercury.

“Emerald, I’ll be ready in a few minutes. I’d like to get some practice in before lights out tonight.” Emerald nodded and started to put away her textbook as Cinder returned to the bathroom. Smit couldn’t help but watch as the woman glided across the room, each step crossing carefully over the other.

More accurately, he couldn’t help but watch how her hips sashayed with each step, finally disappearing as the door closed behind her again.

“Dude.” Smit fumbled for words while his mind was busy rebooting. “That’s your leader?!?”

“Yep, that’s Cinder. She’s a good leader, even if she can obsess about training sometimes.”

“Obsesses about– Dude! She’s a total babe!” Emerald snorted from nearby as she gathered a few items into a duffel bag. Smit suddenly realized how loud he was being and brought his voice back down to just above a whisper. “Are you two, like, together or something?”

“Me and Cinder?” Mercury questioned, glancing back to the bathroom. “Heh, I wish. She’s pretty picky, though. Hasn’t dated anyone yet. Guess she’s waiting for the right guy to come along.” Mercury looked back to Smit with a smirk. “Then again, you seem to have made a good impression on her. Enjoy the show?”

“Wha– No! I mean…shut up!” Smit, elegant as ever, shoved Mercury back a bit. “Yeah, I stared, who wouldn’t?”

“Ha, I knew it! She’s not exactly shy.”

“You think I have a chance?” Smit asked, hopes rising for a moment.

“I wouldn’t hold your breath.” And just like that, his hopes came crashing back down. “Like I said, she’s pretty picky. Not shy either. If she’s interested in you, you’ll know it.” After her little display a moment ago, Smit could believe that. “Besides, you’re on a team with three girls of your own. You’re not dating one of them yet?”

“My team?” Smit couldn’t say he hadn’t thought about it, especially when they were first paired up.

Randi was pretty attractive and was an awesome fighter, but Smit didn’t want to be the one carried over the threshold. Besides, she didn’t seem overly interested in dating, even if he still poked fun at her for eyeing Ren that one time. Honey wasn’t really his type – too quiet and shy for his taste. She was more like a little sister to him than a prospective date. As for Lilly…he was pretty sure she’d kill him for even thinking of that.

Besides, he still had eyes for someone else.

“Nah, none of them. They’re great girls and all,” Smit hastened to add, “just not my type.”

“Really?” Mercury seemed a little surprised by his denial. “With how much you talk about that Lilly girl, I figured you two were practically married by now.”

“Don’t let her hear you say that. Could be the last words you ever say.” Both of the boys laughed at the joke. “She’s just a good friend and we work out together a lot. Besides, I’ve got my eyes on the girl next door, Yang Xiao-Long.”

“Is that so?” Mercury asked. “Must be quite a looker. Maybe I should meet her…”

“Hey, respect the bro code!”

“Heh, just messin’ with you.” Mercury laughed at Smit’s expense. “You takin’ this Yang to the dance, then?”

“Haven’t asked her yet, but I plan to. Our teams hang out from time to time, but I’d rather ask her without the six extra sets of ears listening in.”

 _Well, technically eight sets thanks to Randi and Blake being faunus and all._ Aside from the obvious risk of both teams hearing him get turned down if she said no, such a question was too personal to demand an answer to in such a public setting. Going to a dance didn’t mean they were destined to get married – despite the stupid jokes floating around campus – but it was still a big deal to him. If she said yes, that basically meant they were dating. Knowing Yang, that wasn’t the type of thing she wanted to start with Ruby listening in the whole time. Besides, doing it right would show that he was serious, not just looking for a hookup or something stupid.

Just because he acted like a player didn’t mean he was one. In reality, what he wanted was a meaningful relationship with someone. Whether that someone would be Yang remained to be seen.

“We’ve flirted a bit, but it can be hard to tell if that means anything.” Smit had a bad habit of flirting with pretty much any girl he talked to, so he knew the friendly banter and comments might not carry any weight. “Guess I’ll find out soon enough.”

“Well, I hope it works out for you.” Smit turned to see Cinder walk out of the bathroom once more, this time fully clothed. Now dried, her hair fell to the left, flowing partially over one eye before splashing across her shoulder. Her top, which looked like a bandage had been wrapped around her torso a few times, was flanked by an open, brown jacket with golden buttons. The same bandage-like material restarted just above her dark trousers, leaving her belly uncovered. “Who knows, maybe the dance will be your night. I hear it is supposed to be quite an event.”

“Maybe. A guy can hope.” Smit smiled at Mercury’s leader, grateful for the vote of confidence. “Thank you, Cinder.”

“My pleasure…Smit, wasn’t it?” Smit smiled in response, nodding a single time. “Well, Emerald, I believe we should leave these boys to their guy time.” As she followed Emerald out, Cinder looked back and told Smit, “It was nice meeting you. Perhaps the two of us could work out together sometime.” With that, Cinder smiled and disappeared into the hall, letting the door close behind her.

“Can’t say I’d be against going with her, either, to be honest.” Smit remarked as he turned his focus back to his new friend. “So who are you going with?”

“I made Emerald agree to come as my date. She acts like she doesn’t like me, but I know she secretly has a crush.”

Smit didn’t have the heart to tell his friend otherwise. _Pretty sure she hates your guts, man. Then again, what do I know? Maybe that’s just how they flirt._ At the end of the day, it wasn’t his problem to deal with.

Already growing bored of the constant talk of the dance, Smit tried changing the subject. “So…you guys must be pretty strong to have made it into the Tournament.”

“We’re pretty good,” Mercury responded, likely underselling it. “We work together pretty well and Cinder’s really good at tactics, so we think we have a shot at winning.” Mercury frowned as he seemed to consider something. “Of course, not too thrilled about having to fight Pyrrha Nikos, of all people.”

“So you’ve heard of Pyrrha, have you?”

“She’s from Mistral. Fought in the younger tournaments for a few years. Girl’s even on a cereal box.” Smit remembered Pyrrha once explaining that she hated that cereal, even if they were a big sponsor. “I’d have to be living under a rock to not know who she is. Heard she’s pretty much unbeatable.”

“She’s good, but I wouldn’t say unbeatable.” Smit smiled as he saw he had Mercury’s attention. “She’s fought a few times in class, like the rest of us. Hasn’t lost yet, but she did have one really close match.”

“Really?” Mercury was genuinely surprised. “Someone went toe-to-toe with the Invincible Girl? Who?”

“Randi.”

“No way!” Mercury exclaimed. “Your partner? She must be pretty strong. Some sort of crazy Semblance or something?”

“You’re not very subtle about fishing for info, are you?” Smit joked.

“Heh. Can’t blame a guy for trying,” Mercury chuckled. “But seriously, she almost beat Pyrrha Nikos?”

“Closest anyone’s come yet,” Smit proudly boasted. “Randi’s amazing. Longest fight in class all year. The two kept trading blows and chipped away at each other until Pyrrha finally pulled out the win with a clever trick. Don’t think Randi will fall for that one again. Honestly, she might be the best shot at knocking Pyrrha out of the Tournament, assuming we get picked, of course.”

“If you’ve got someone that can compete with Nikos like you say, they’d be crazy not to pick you guys.” Mercury had a fair point. Smit knew from experience that Randi could take on multiple opponents with ease. Worst case, she could probably carry them to the finals alone. JNPR was probably counting on the same from their champion. “For what it’s worth, I hope you guys get picked. Of course, no hard feelings if we have to face each other, right?” Mercury extended a fist to Smit.

“No worries, man,” Smit responded, bumping Mercury’s fist with his own. “We can still be friends after I wipe the floor with you.”

“How gracious of you.” Mercury rolled his eyes with a small grin. “What about the rest of your team? You think the other two are ready for the Tournament?”

“I think we’re ready. Lilly is the brains of the operation. She’s pretty good at tactics and stuff, but she also fights really well. Honey is more like Emerald, I guess. She’s best at support but can hold her own.” With a cocky grin and a quick flex, Smit added, “Me and Randi are the brute strength of the team. I’ve held my own against some of the better fighters here, and Randi pretty much wipes the floor with everyone except Pyrrha. What about you guys?”

Mercury paused for a moment to consider the question, probably making sure he didn’t give away _too_ much to his friend. “I think we have a good chance. Should make it to the singles rounds, at least. I’m the better one-on-one fighter, so I’ll probably fight in that round. Despite what you saw, Emerald and I work really well together, so I assume she’ll fight with me in the doubles. Up to Cinder, really, but that would be my pick.”

“Guess that makes sense,” Smit said, making sure to remember the key details to report to Lilly. She hadn’t asked him to spy on anyone, but she’d still appreciate his help. “Randi will obviously be our pick for the singles, but I’m not sure what Lilly plans for the doubles. Should be either me or Lilly with Randi, but she hasn’t said yet.”

“Which would you pick?”

“I’d go with me and Randi,” Smit answered honestly. “Lilly’s a good fighter and can adapt plans on the fly, but Randi’s pretty smart too and would benefit more from an aggressive partner. Lilly’s too tactical and takes her time. Randi can be quick, but she usually drags fights out, wearing people down as she picks them apart. I think it would be best to have someone to press the attack, which is where I come in. Plus, being partners, we train together more than the others.”

Mercury nodded along, likely picking out key details of his own. Smit couldn’t exactly blame the guy for doing exactly what he was up to. “Mistral’s got some strong teams, too. Wouldn’t be surprised to see Team Sun make it to the singles.” _Have to remember that for Lilly._ “Other than the Nikos chick, anyone else we should watch out for?”

“Yang’s really strong and her team are great together, so I could see them making it to the singles round. Not sure what other teams will get picked, though, so I really can’t say.” Of course, this all assumed they wouldn’t just pick a bunch of upper year teams. With only eight slots per school, he doubted the first-years would get more than two teams at most. That meant competing with JNPR and RWBY, neither of which seemed promising. “Then again, I feel like I’ve already told you too much, Mistralian.” Smit faked a look of suspicion, as if he had just captured a spy for interrogation. “The motherland shall prevail. All hail Beacon!”

“Alright, you caught me,” Mercury laughed, holding his hands up in surrender. “You pesky Vale dogs have sniffed me out. My mission has been compromised.” Smit chuckled as Mercury played along, donning the type of overemphatic accent only heard in cheesy spy movies. “But seriously, I’m sure Cinder will do her research. Doubt there’s anyone _not_ digging for info on the other competitors at this point.”

“Probably why Beacon hasn’t announced their team selections yet. Keeps everyone guessing. It wouldn’t– hang on a sec.” Smit felt his scroll vibrate and glanced at it, sighing as he finished reading the short message from Lilly. “Sorry, man, I gotta go. Honey and Randi got in some kind of trouble and Lilly wants to have some big team meeting about it. Guess I better go find out what happened.”

“Better not keep the lady waiting,” Mercury said as they both stood and headed for the door. “Good luck, man.”

With a quick fist bump, Smit slipped into the hall, calling back, “Thanks. Sounds like I’ll need it.”

/- - - - - - - - - -/

“Good, you’re finally here,” Lilly said as Smit entered their room.

“Sorry. Was hangin’ out in Mercury’s room. Took a few minutes to walk over from the exchange dorms.” Smit took a quick look at his teammates, taking in the somber scene. “Geez, who died?”

Lilly, stood near the center of the room, seemed to tense up a little at his joke, but didn’t look irritated at him exactly. If anything, her surge of anger seemed directed at the other two behind her. Honey stood near the foot of her bed, steadfastly staring at the floor except to briefly look up at Smit when he entered. His smile went unreturned as the small girl returned to her fixation on the carpet. Randi sat on her bed as usual, propped up against the wall, but even she seemed on edge.

“Funny you should say that…” Lilly turned back to the other two, who steadfastly refused to look at their leader. “I thought it would be best if we were all here for this. Either of you want to catch Smit up on what happened tonight?”

An oppressive silence was her answer.

“Fine, I’ll do it,” Lilly growled out as she turned back to Smit. “ _Your_ partner,” somehow, she made it sound like he was partially responsible, “decided to follow Blake and Sun to a White Fang rally without telling anyone.”

“What?” Smit’s surprise was evident. He stepped to the side of Lilly to address the guilty faunus. “The three of you went in without us?”

“Worse.” Lilly’s simple condemnation had Smit focusing on her again. “Blake and Sun went in as part of some idiotic plan by Team Ruby. Randi went alone.” Lilly waited a moment for that to sink in. “Ended up by herself in a warehouse full of White Fang. Oh, and Torchwick showed up with some giant Atlas robot.” Randi winced at the added detail. “The three of them ended up leading that monstrosity on a high-speed chase on the freeway.”

“Wait, what? A giant robot chase? That…” Smit considered it for a moment, daring to smile a little at the idea. “That actually sounds pretty awesome.”

Lilly ruthlessly snuffed out his amusement. “It wasn’t. Almost forty people died as a result.”

“Oh…not awesome.”

“To be fair to Honey,” Lilly looked over at her partner, “she only got involved after that point, when she heard they were in trouble. She’s less reckless than Randi, but I’m guessing by your reaction she didn’t contact you, either.”

Smit was too shocked to think back clearly, but finally shook his head. Just to be safe, he checked the call log on his scroll, but that only proved that no one had contacted him.

“That’s what I thought.” Lilly directed her full attention back to the other two. “Neither of you thought to contact one of us? Even after the fight was over, still nothing. Even a simple ‘hey, I’m not dead’ would’ve been nice. Do you know how frustrating it is to have to find out everything from Miss Goodwitch afterwards?”

Both girls stayed silent.

“You didn’t even think to contact the authorities, either! I mean, you stumbled on a large gathering of terrorists and found Vale’s most wanted criminal in possession of stolen Atlas military technology! Surely that warranted at least a call to the police! No, instead you followed Team Ruby into yet another disaster! Those girls are like a trouble magnet. You’d think we would’ve learned last semester, yet here we are again!” Lilly’s voice echoed around the room unchallenged, further infuriating her. “Well, don’t you have _anything_ to say for yourselves?”

Her first target, Honey, looked up to answer, but quailed under Lilly’s furious gaze and shrunk back. Instead, it was Randi who finally spoke up.

“It was my fault,” Randi started, drawing all of Lilly’s wrath on herself to spare her friend. “I overheard them talking about their plan this afternoon from the window.” That explained her distraction earlier, but Lilly remained silent, letting the girl continue. “I was worried Blake and Sun were getting in over their heads and went into town to follow them. Honey had no idea and I ditched her with Ruby before heading off on my own.

“I kept my distance and watched them go into the rally, but the guards recognized them and I overheard their plan to trap the two. I couldn’t just leave them like that, so I took out a guard and disguised myself to get in. I had hoped to warn Blake and get them out of there, but that’s when Torchwick suddenly showed up. There was no time to contact anybody at that point.”

“You could have called when you found the rally,” Lilly pointed out. “Better yet, you could have just told us what you overheard, since we were all here.”

“Okay, I messed up, but it wasn’t supposed to be dangerous,” Randi insisted. “They were just going to gather some information and leave. We had no idea Torchwick would be there. I doubt anyone expected him to show up with a Paladin, of all things.” Lilly tightened her lips, conceding the point but still livid. “Torchwick knew they were there and pointed them out. There was no way they could have fought off that entire room and Torchwick by themselves, so I distracted everyone by shooting out the power. They escaped, but Torchwick used the Paladin to chase them. I managed to jump on and tried to stop him, but it didn’t work.

“Honey actually tried to call me when she found out, but I was already involved at that point.” Randi smiled for a moment at Honey, doing her best to bail her out of trouble by drawing it all upon herself. “Just like with the docks, she only got involved because her friends were in danger already. We managed to destroy the Paladin and even chased off Torchwick in the end.”

“So what, you think beating the bad guy makes everything better?” Lilly demanded. “Are you really that arrogant?”

For possibly the first time since Beacon started, Randi began to look frustrated. “Look, I already said I shouldn’t have kept it a secret, but I did what had to be done! If I had known Torchwick would be there, I would’ve told you beforehand. Next time, I’ll make sure to let you know.”

“Next time?” Lilly spat the question at Randi as she stepped forward. “There’d better not _be_ a next time!”

“What am I supposed to do then, Lilly?” Randi rose from her bed but didn’t charge forward, despite how she could have stood above Lilly with ease. Her voice rose a little, but considering this was Randi, that slight change was evidence of her own mounting anger. “They needed to be stopped! Worse, our classmates – our friends – were in danger! By going tonight, I was able to help them and gather information that could help us stop them once and for all!”

“At what cost?!?” Lilly’s notorious rage finally spilled over as she _screamed_ back at her imposing teammate. “Blake and Sun ran into a trap because of their recklessness, and you charged in right after them! The three of you are lucky to be alive! You talk about trying to stop Torchwick during the chase as if you would singlehandedly have taken him on. You’re one of the strongest people I’ve ever met, but even you’re not invincible! We don’t need you throwing your life away to prove it.”

Randi fell back onto her mattress, the fight drained from her as Lilly’s accusation beat her down. Seeing that she’d finally broken through, Lilly took the chance to focus back on her own partner.

“As for you…” Lilly paused as she turned to lock eyes with her partner, only to find herself staring over the short girl’s head. _Guess I got too used to yelling at our resident giant. Didn’t even realize she had taken a seat._ Shaking off the momentary distraction, Lilly looked down into the sad eyes of her partner, relaxing a little as she addressed the forlorn girl. “While I’m glad you thought to call _someone_ , you should have let me know as well. Sure, Randi was closest, but there was no way you could’ve known when the fight would end. I guarantee Smit and I would have been on the next bullhead to Vale, probably with at least Goodwitch in tow.”

Honey perked up a little at the softer approach, even if it was more due to Lilly dumping most of her ire on Randi already. Lilly glanced to Smit, who took the cue to nod in support of Lilly before she returned to Honey. _Weird, I could’ve sworn she was sitting a moment ago._

“I’m just tired of us getting dragged into every bit of trouble with our neighbors.” Lilly turned to Randi again, knowing she needed to undo some of the damage there. “We have teammates for a reason. No more charging off alone. If we’re going to get dragged down by those idiots, let’s at least do it together. We’re a team, after all.”

Lilly felt a little pride as Randi managed an apologetic smile in response. _I really don’t want to always be the bad guy here, but they need to understand how serious this has gotten. I can’t always be worrying whether they’re in danger or not._ She hoped this little telling-off would help them remember to include the team from now on.

Lilly’s self-congratulatory thoughts left her unprepared for the question that pierced the silent room.

“Are we, though?” All eyes turned to look at Honey, but she was staring directly at Lilly. Gone was the shy visage that she always wore. Instead, Honey seemed to bristle with newfound confidence, even if her wavering voice diminished the effect. “Are we _really_ a team?”

“Wha– of course, we are!” Lilly answered.

“Really? Because we sure don’t act like it.” No one seemed sure how to address Honey’s claims, so she continued. “You and Smit hang out all the time, but what about me and Randi? You spend more time with Yang than your own partner, not that Smit doesn’t try the same. At least Randi lets me tag along. But that’s just it – I’m always the tag-along. She’s just as happy to go it alone, leaving us to play catchup. Well I for one am sick of it.”

Lilly found herself taking a step back as Honey pushed forward. The normally quiet girl stood eye-to-eye with her leader. In those eyes, Lilly could see the tears she had spotted earlier, but behind that moat lay an intenseness that had Lilly gulping.

“It’s sad that the only person who spends any time with me is Ruby. Think about that for a second.” Honey laughed bitterly, never breaking eye contact with Lilly. “The leader of another team has more time for me than the people I live with.”

“We invited you to come join our workout today,” Smit offered, briefly taking Honey’s attention away from Lilly.

“Oh, how thoughtful. I should be _so_ grateful to be your afterthought. Nothing like being the third wheel for Lilly and Smit!”

“Hey, that’s not fair–”

Lilly cut off as Honey returned to her. “Fair? Tell me, Lilly, when was the last time we spent any time together? Just the two of us?”

“We…” Lilly tried to think back, certain that it hadn’t been _that_ long ago. Her mind searched in vain through the semester, only to realize the few times she spent with Honey were as a team. Classes, meals, training – all team activities, never alone. Desperate for even one instance, she thought back to the first semester, only to continue coming up empty.

Honey eventually tired of waiting. “You don’t even remember, do you? You never remember. It was Initiation!” Lilly felt a mist of spittle strike her face as Honey finally answered for her. “We haven’t spent any time together since you _accidentally_ became my partner! Even then, you only found me because you were busy looking for someone else and fell!”

Lilly stared up into the eyes of her partner as the girl towered over her. _No, that can’t be right. We…no the team was there then too. What about…that was Smit._ Realization finally began to dawn on Lilly. _Have I really been that bad of a partner?_

“It’s always been about you, Lilly. _Your_ fight with Smit. _Your_ pointless war with Yang. You haven’t changed. Even back…” Honey’s voice broke as she took a step back but kept her eyes levelled at Lilly’s own. “You were always too wrapped up in your own drama to notice me. I thought that, maybe as partners, we’d at least be friends. Instead, you became friends with the people you hated before. So tell me, what awful thing do I have to do to earn your friendship?”

Lilly couldn’t help but admit Honey was right. She had spent years hating Yang, only to become best friends with her last semester. Now, she hung out with Smit all the time, even after wanting him off the team entirely. Meanwhile, Honey had been forced to sit and watch as her own partner ignored her.

“I spend so much time with another leader because my own refuses to,” Honey lamented, shrinking back from Lilly and turning away. “Guess I’m just not worth it. Wouldn’t be the first time. I’d just hoped it would be different here.”

Lilly’s lungs burned as she realized she had been holding her breath. The sudden need to breathe helped her mind focus on the small girl before her rather than dig through the past to justify herself. She wanted so badly to help her friend – no, her partner. It felt wrong to call her more with how she’d neglected Honey for so long. _What can I even say after what I’ve done?_

Somehow, she felt she should’ve known Smit would be the one to break the silence, even if his reaction made her cringe.

“What the heck was _that_?!?” he practically shouted.

Wiping an arm across her eyes, Honey smiled bitterly. “Randi was right. I’ve been holding all that back for _so_ long. It feels good to get it out for once.”

“No, not the argument,” Smit insisted pointing to Honey. “You…you got taller!”

Lilly felt confused as she looked back to her partner, who looked the same as always. Her mind raced to analyze the last few minutes. _Come to think of it, she did look taller a few times, but I thought it was just her confidence growing. Is he saying she actually grew?_

“Heh, someone finally noticed.” Honey faced them once more. “You know, all this time, not one of you has ever asked about my Semblance?”

“Your Semblance makes you grow?” Smit asked, bewildered.

“Not just grow. I can shrink, too.” So saying, Honey suddenly dropped a few inches, returning slowly to normal height afterwards. “I can only go so far, and it’s only temporary. I’m better at shrinking, though. Sometimes, it even happens without me realizing. Guess it just makes me easier to overlook.”

“That’s...an interesting power.” Smit wasn’t the best at reassuring.

“No, it’s not. In fact, it’s pretty useless, if you ask me. Not that anyone cares.” Honey sighed as she looked to the side, staring straight through their dorm room wall. “No one really cares about me. I never stood out at school. My own father used me as a bargaining chip in the divorce. Even my own team forgets I exist half the time. Just my lot in life, I guess.”

“You’re wrong, Honey.” Lilly was moving forward before she realized what was happening, her hand coming to rest on her partner’s shoulder. “ _We_ care about you. We’re just terrible at showing it.” Lilly looked to Randi and Smit, who both nodded in agreement. “Especially me. I…I think – no, I _need_ to apologize for the awful partner I’ve been.”

Honey shrugged in response. “Don’t bother. There’s no reason to dwell on the past. After all, we can’t change it now. We just have to live with the results.” A smile – small, but genuine – threatened to ruin Honey’s sour mood. “It’s best to focus on the future. At least, that’s what Mom always said.”

“I will, but that doesn’t absolve me of how I treated you. I need to own up to my mistakes before I can correct them.” Lilly felt like she could see a gleam of hope in Honey’s eyes. “I was wrong. I took your friendship for granted and never gave any back. This whole time, I’ve been so wrapped up in my own problems that I failed to even notice those around me.”

“You wouldn’t be the first.”

“But I hope I’m the last,” Lilly added. “I was mad because I worry about you guys. You’re my team – my friends. Even if I’ve been a pretty crappy one in return. But starting today, that ends.” Addressing the team aloud, Lilly continued, “All of us are going to work to be the team Honey deserves, right?”

“Absolutely,” Randi responded as she stood from her bed, nodding to Honey.

“I don’t know,” Smit dragged out as he leaned against the wall. “That’s a pretty tall order. Not sure we can be _that_ good, but we’ll try.”

“And I promise to be a better _friend_ ,” Lilly assured her partner. “Already set the bar pretty low, as it is.”

A smile split Honey’s face as Lilly stepped back once more, before her whole frame shook with laughter. The sweet sound bubbled forth for several seconds, more from relief than Lilly’s poor excuse for a joke.

“You know, maybe you should’ve been the leader, Honey,” Lilly said. “You’ve done more to solve our problems than I have.”

“True, but I wouldn’t want the job.” Leaning forward, Honey stage whispered, “Not with how much time it requires with Smit.” The indignant cry from Smit had both girls laughing. “Besides, you do okay. You just need a push every now and then.”

“Well, maybe we should spend some time together so you can tell me what I need a push on,” Lilly joked back. “But first, would you do me the honor of accompanying me to the dance?” Lilly bowed as she asked, but quickly shot out, “Shut it, Smit.”

“Aw, you’re no fun.”

Honey curtsied politely. “Thank you, but I’m afraid I must decline. I’ve already made plans with Ruby, and it wouldn’t do to stand her up. _Somebody_ on our team should have a date, after all.”

“Hey, what’s that supposed to mean?” Smit demanded.

“Last I checked, you’re still dateless,” Honey fired back. “Maybe one of your _other_ dateless teammates will take pity on you.”

“Ew. Don’t foist him on me.”

“I’m more of a lone wolf, actually.”

“Like any of you would be so lucky,” Smit claimed. “If your _date_ doesn’t mind, though, I’d like to steal you away for a dance. That goes for you two hopeless singles, too.”

“Look who’s talking.”

“Don’t worry,” Randi calmly said. “I’m sure Lilly would _love_ to.”

“What is it with everyone lately? I don’t like him like that!”

A banging on the wall was followed by Yang’s muffled voice yelling for them to quiet down so they could sleep, but that just made the laughter worse. Sure, it was late, but Lilly didn’t care if they got in trouble for being up past lights out.

At least they’d do it as a team.


	19. Shall We Dance?

“Any of you girls got dates for tonight?” Smit asked.

With the dance only a few hours away, the three girls of Team LHSR were busy getting ready for the big event. Randi had just emerged from the bathroom after a quick shower and was blow-drying her hair. Meanwhile, Lilly was busy helping Honey do her hair at the nearby desk, on which sat an array of concealer, blush, eye shadow, and other things Smit couldn’t hope to recognize. Both girls had their dresses laid out across their mattresses after a quick steaming, courtesy of Lilly.

“Not interested,” Lilly sniped, too focused on the task before her.

“Don’t worry, I wasn’t offering,” Smit laughed back. “But seriously, all three of you going solo tonight?”

“No one asked me, so looks like it.” Lilly didn’t sound too upset, but it was hard to tell with her sometimes. Smit was pretty sure she would’ve said yes had she been asked, assuming it wasn’t Jaune…or Ren…or anyone from CRDL. _Come to think of it, maybe she didn’t want anyone to ask, considering the options._ Smit figured her only hope was catching an exchange student’s eye, which clearly hadn’t happened.

Randi, it seemed, had a much different experience. “Had a few guys ask,” she shrugged, shutting her blow-dryer off to be heard better. “I turned them all down, though. Every single one of them asked within two minutes of introducing themselves. I’d like to at least know the person before going on a date with them.”

“Makes sense, I guess.” Smit could understand guys being interested in Randi, but was a little disappointed none of them had put in any effort to impress his partner. With a dramatic bow, Smit offered, “Well, on behalf of idiot guys everywhere, let me apologize for the waste of your time.”

“Your apology has been noted,” Randi graciously returned, bowing her head slightly in thanks before returning to drying her hair.

“What about you, Honey? Still plannin’ to sweep Ruby off her feet?”

Honey ignored the playful jab, staring straight forward as Lilly ran a brush through her hair. “Ruby and I are going to meet up with Penny at the dance. Neither of us got asked, either, so we figured we’d hang out together.”

“Congratulations are in order, then.” Still hoping to get a rise out of the girl, Smit made sure to ask, “Have you gotten Yang’s blessing yet?”

Honey tried to stammer a response as her face reddened, but was saved by her partner as a hairbrush beaned Smit in the head. “Leave her alone…at least until I’m done with her hair.” Smit couldn’t help but laugh as he returned the brush to Lilly’s waiting hand. “What about you? You chicken out on Yang?”

“I asked, thank you very much!” Smit bristled at the obvious dig, even if he had only asked yesterday. “Between her detention and working on the dance, I didn’t really have many opportunities. Turns out, she has to work the entrance for a while. I’ll just wait until she’s done and see if I can nab a dance, at least.”

“Your persistence is admirable,” Lilly commented with an eye roll.

“Hey, I’m not one to give up so easily,” Smit boasted. “I’m hoping she’ll give me a chance, at least. Would rather have a shot and blow it than never try at all. If she turns me down after that, then I’ll back off, knowing it wasn’t meant to be. Better than never knowing.”

“Fair enough,” Lilly admitted. “You need someone to hang out with until she’s free?”

“Thanks, but I’ll be fine. Might see about stealing a dance from each of you, but I’ll wait a little while to give someone else the chance to man up. Probably see what Mercury’s up to instead.”

“Ah, yes, your mystery friend,” Lilly chuckled as she grabbed a curling iron. “I’m beginning to wonder if you’re just making him up at this point. We ever going to meet this Mercury?”

“He’s real!’ Smit insisted before realizing how crazy that made him sound. “I’ll have to introduce you guys sometime. He and Emerald – that’s his partner – are going as friends tonight.”

“If you say so,” Lilly prodded. Knowing that Lilly was just messing with him, Smit made sure to let out an exaggerated gasp of indignation. “Anyways, I’ve already seen Honey’s outfit. What are you two gonna wear tonight?”

“I just assumed Randi was going in full armor,” Smit laughed. “Never know when a Grimm might get on the dance floor.”

“Sorry to disappoint, but my dress is hanging up,” Randi shot back. “Hey Lilly, mind if I borrow your steamer?”

“Go ahead.” Lilly pointed towards the small device by her bed. “You’ll need to add some water, but it should work fine.”

“Thanks!”

As Randi quickly walked over to the closet, Lilly directed her question back to Smit. “What about you? Please tell me you’re not going in your workout clothes.”

“I didn’t bring a suit or anything, but the school has outfits for us if we need.” Considering Beacon was a school for teaching them how to fight, Smit figured he wasn’t the only one to forget to pack formal attire. “By the sounds of it, most of the guys will be wearing the same. They let us pick out the color for the tie and trim, so I went with red.”

“Well, dates or not, we should try to look our best tonight.” Lilly smirked as she paused to inspect Honey’s hair for a moment. “Especially Honey. After all, she’s got _two_ dates to impress tonight.”

“Hey!”

/- - - - - - - - - -/

_Running a little late. Catch up with ya later._

Smit huffed quietly as he read Mercury’s response, having hoped to meet up with his new friend before the dance. It was bad enough coming alone, the ride to Vale being rather boring, but now he would have to walk in by himself. Beacon had its own ballroom, but the school decided to rent out a larger hall for the dance. Aside from the fact that they had four times as many students at the moment, the Beacon ballroom was apparently being readied for the imminent arrival of dignitaries for the Vytal Festival. Instead of having to redecorate right after the dance, it seemed Beacon thought it would be easier to get a second hall so they could both be decorated separately.

 _Stupid team, kicking me out early so they could get dressed. Not like they haven’t changed with me around before._ Never where he could watch, of course. That’s what the bathroom was for, after all. With him being outnumbered three to one, that usually meant he got to sit in said bathroom while the other three changed in the room, but it still worked. Even if that wasn’t an option, he wasn’t about to turn his team into a peepshow. _Give me some credit, girls._

Since the girls also needed the bathroom to finish getting ready – or so they claimed – Smit found himself with nothing to do. With Mercury no longer an option, he slowly made his way to the dance hall Beacon had rented, figuring there would be at least a few early arrivals. _Then again, RWBY should already be there. Maybe this is better._ With so few people arriving, Smit figured he could get a moment to talk to Yang before she got too busy.

The double doors of the dance hall were propped open wide. Lines of red fabric hung far above, connecting to the bottom of each chandelier as they draped across the width of the room before swinging down on the edges to secure themselves to the walls at various points. The walls themselves were lit every few feet by blue lights, producing cones of color up the plain walls. At various points, small clusters of red and blue balloons provided splashes of color, further tying the room together in the simple theme. The speakers scattered throughout the room hummed out some soft, slow music, making it easy to speak over but filling the brief gaps of silence in the chatter. As the room filled, the volume would be increased until it was time for the event to start. At that point, the music would be more of a focus than a filler, beckoning the various couples to venture out onto the dance floor together.

More importantly, less than a dozen feet away, stood a small podium manned by none other than Yang Xiao-Long. Her modest, white dress was a bit of a surprise. _Figured she’d go with something more colorful, but she looks amazing!_ Her bright hair tumbled down her back as always, which suited Smit just fine. _Why mess with perfection?_ The combination of white and yellow, along with the dim light of the hall, made Yang practically glow. Or maybe that was just how Smit saw her.

“Hey, Smit. Flyin’ solo tonight?” the angel before him asked.

“Huh? Oh…uh, yeah.”

“Don’t worry about it,” Yang insisted, smiling warmly to prove she meant it. “A few people have already arrived, but most of them are dateless too. Only couple I’ve seen so far is Blake and Sun.”

Smit followed Yang’s nod to a punch table off to the side to see the aforementioned couple and Neptune laughing together. Smit had heard rumors that Neptune would be coming with Weiss, but the lack of heiress by his side proved otherwise. Instead, it seemed the blue-haired boy was busy playing third wheel for the faunus couple, even if Blake’s ever-present bow hid the fact from most. _Not sure why she still covers those up. Not like anyone here really cares._

“So, where’s the rest of Team Loser?” Yang quipped. Smit felt it wasn’t worth fighting and rolled his eyes, even if the motion made him think of Lilly.

“Still getting ready, I guess,” Smit shrugged back. “Made me leave so they could get dressed.”

“Heh, that makes sense. It’s nice not having to worry about that kind of stuff.” No doubt, Yang was referring to the lack of boys on her team. While he doubted the four of them got dressed in front of each other, it had to be a little less awkward for them.

Another couple entered behind him, so Smit stepped to the side to let them through. Smit didn’t recognize either and figured they must be exchange students. By the looks of things, their relationship was still pretty new. The guy, wearing the same outfit as Smit, but with orange trim instead of Smit’s bright red, seemed in a perpetual state of nervous laughter whenever he was addressed. To Smit, it looked like the guy was a little too stiff, standing as tall as he could. His eyes kept stealing glances down to where his date’s hand rested on the crook of his arm, as if he doubted it would be there the next time he looked.

To be fair, Smit could understand the guy’s excitement. The girl on his arm wore a single-strap black dress with a thick, velvet belt hugging her slender waist. The dress was formfitting, but not so much as to be skintight. She was pretty tall, but her black heels helped bring her almost level with her date.

“Aw, you two look so cute together!” Yang gushed with a huge smile. Some may have seen it as a little over-the-top, but it was more to diffuse any tension at the start of the evening. “Are you two both from Mistral?”

The guy seemed too lost in the evening to notice the question, earning a quick sigh from his date, who shook her head in amusement before she answered for them. “We’re both at Haven, but I’m actually from Atlas. We’re part of the same team, but he was always too nervous to ask me out. Got tired of waiting and asked him instead.”

“Assertive. I love it!” The guy finally seemed to focus in on the conversation, just in time to find out he was being poked fun at by his date, turning his cheeks a shade of red that would’ve made Ruby’s cape jealous. “You two have fun tonight!” Keen to escape the extra set of ears, the guy quickly led them away to a quieter corner, but not before his date gave Yang a grateful nod.

“You’re pretty good at the whole greeter thing,” Smit commented as he stepped closer once more.

“Eh, it’s not that hard,” Yang answered. “Quick compliment to boost their confidence. Also helps remind them to focus on each other. Not much point in a date if you spend all your time looking for friends. Plus, that guy didn’t look like he was gonna say anything, so I figured I’d get the ball rolling.”

“How’s that?”

“Simple,” Yang said, smiling as she glanced back to the two. “He wasn’t talking, but she was clearly waiting for him to say something. I just gave them something to start with. The fact that it might embarrass him serves him right for being too focused on the date and not enough on _her_.”

True to Yang’s words, the couple was now chatting off to the side. The way she smirked at him as he nervously rubbed the back of his head meant she was probably bringing up some embarrassing memory. Eventually, she burst out in laughter, but the guy seemed to relax a little as he said something back, cutting her off with some joke of his own. The tenseness from earlier seemed to all but vanish as they continued talking, proving Yang’s little show had worked perfectly.

 _People are gonna start pouring in soon. It’s now or never._ “So how long you gotta man the entrance tonight?”

“We figured I’d break off about half an hour after everything starts up. Gotta be here for those late arrivals. Have to see if I can get someone to dance with Ruby so I can record it.” The way Yang smiled made Smit think that was more for her amusement than Ruby’s own good. “Say, you think I could get you to ask her? If you try anything, though, they’ll have to scrape you off that dance floor.”

Smit considered the request for a moment. “Sounds fun! I could probably get a couple of other guys to cut in mid-dance or something to really mess with her.” Yang’s eyes widened in glee at the suggestion, proving Smit was on the right track. “I was kind of hoping to get a dance with her sister, though.”

Yang didn’t seem all that surprised by his sudden offer, even if her manic smile calmed down quite a bit. “Is that so?” she asked, dragging out the moment, much to Smit’s chagrin. “I’ll think about it. I already promised Blake a dance, but I’ll let you know after that.”

 _Never can get a straight answer out of her._ It wasn’t an acceptance, but it was closer to that than a denial, so he’d take it. “Sounds good. I owe my team a dance each, anyways. Maybe we can get together after that.”

“Maybe.” Yang was as noncommittal as always, delighting in how it messed with Smit. “Anyways, I’ve got work to do,” she said, jerking her head slightly towards a small group approaching the hall. “Catch ya later. Oh, and make sure to keep an eye out for Ruby! If I miss a chance to record her first dance, I’ll kill whoever’s responsible.”

“Got it!” Smit promised as he walked away, his mind eagerly imagining how the night would go.

/- - - - - - - - - -/

The elegant music that had ensnared many couples seemed as much a testament to Weiss’s involvement in the evening as the decorations themselves. From what Lilly understood, there would be live music later that was more fitting to Yang’s style, turning the refined dancing into more of a rave. _Some sort of compromise between the two, I guess._ While jumping around and bumping into random people didn’t really interest Lilly, the music itself probably wouldn’t be that bad. She figured she would just find a spot to the side and chat with whomever she recognized. _Maybe I can track down that Dew girl from the shuttle. Could be fun to meet her team._

She finished off the cookie she had snatched as she passed the punch table, making sure to check her dress for any crumbs. Ever the careful eater, it wasn’t surprising that her navy blue dress had escaped unscathed. Idly, she ran her finger across some of the white sequins bunched around the V-neck top, letting her finger trail down a little to where the small adornments became more sparse, disappearing entirely a short way past her midriff. As she played with them, the movement caused them to reflect tiny flashes of light before her eyes, making the dress seem to sparkle.

With nothing to do at the moment, Lilly downed the last of her punch and tried to ignore the impulse to play with her hair. It had taken a good deal of effort to get it all to lay properly, cascading down to her back and looking fuller than usual. The small tiara on top was dotted with tiny diamonds – a gift from her mother that she’d never really had an excuse to wear until now. Instead, she readjusted the thin chain on her necklace, moving the clasp back behind her hair and centering the small, silver pendant once more. The sapphire in the middle went well with the dress, she felt. A matching set of drop earrings swayed gently as she looked around the room for anyone she knew.

Smit had latched onto Blake, Sun, and Neptune across the room, where Neptune was animatedly doing some sort of impression. It must have been a good one, as even the normally reserved Blake nearly choked on her punch. _Not sure I’ve ever seen that girl laugh so much. Glad to see things are working out for her. Looks like she’s the only person I know with an actual date tonight._ She didn’t really count Cardin, who was off dancing with some exchange student. It was unlikely that anyone from Beacon would have gone with the bully, even if he hadn’t really picked on anyone in a while. He was still pretty arrogant, but it seemed the thrill of bullying his classmates was starting to wear off. Either that, or he was finally growing up.

Honey had arrived before her, but was already busy chatting with Ruby and some other girl that Lilly didn’t recognize. _Must be Penny. Kind of an odd girl, by the looks of it._ Odd was probably an understatement, seeing as the girl was wearing a tuxedo and had an obviously fake moustache stuck to her face. The top hat just seemed like overkill at that point. The fact that a pair of Atlas soldiers lurked behind them at all times raised more questions than Lilly felt like addressing.

Whatever the story there was, it didn’t seem to bother them, as the three short girls were too busy laughing along to some story Honey was telling. Lilly wanted to pull Honey aside for the first of many hangouts, but it would be unfair to steal time from her other friends just because she was a failure before. Instead, Lilly resigned herself to staying in her lonely corner for the time being.

It wasn’t that she was desperate for a date or anything, but it would have been nice to have someone at least a _little_ interested. Not a single guy had bothered to talk with her other than Smit – and wasn’t that a depressing thought. Even now, the assortment of single guys largely ignored her, going after other girls lining the wall of loneliness. _Not even a single dance. Gonna be a long night at this rate._ Trying her best not to look too downtrodden, Lilly downed the last of her punch, tossing the empty vessel in a nearby trashcan.

“Mind if I join you?”

Lilly almost jumped at the sudden sound but managed to keep it under control as she turned towards the voice.

“Not at all Randi, but do you _have_ to sneak up on people like that?” Even fully armored, it was difficult to hear the girl approach sometimes. Now, having traded the metal casing for a dress, it was all but impossible.

“Sorry. Force of habit.” Randi’s apology earned a sigh from Lilly. It was only the constant experience of Randi’s sudden arrivals that allowed her to not freak out this time. “Anyways, it looks kinda lonely over here. Figured this must be where we dateless girls were meant to gather.”

Not that Randi wouldn’t be able to get a date, had she wanted. Even before the dance, Lilly had seen a few guys clearly interested in the tall, Mistralian faunus. Now, however, it seemed like dozens of eyes had lingered on the girl longer than necessary.

Randi’s purple qipao dress looked pretty snug, showing off a figure that Lilly could admit to being jealous of. The reflective fabric made the dress almost glow in the dim room. Her well-toned arms were unencumbered by sleeves, while her long legs made brief appearances thanks to the slit in the side that ran up to her knee. If that wasn’t enough, her silver hair, carefully done up in a chignon style, stood out all the more from her dark dress.

“How are you still single?” Lilly demanded, admittedly with a little frustration. “Surely the guys are lining up to dance with you by now.”

“Thanks for the compliment,” Randi chuckled, not denying the accusation. “Like I said, I’m not interested in some random guy that’s too focused on my looks to bother with my friendship. They had plenty of time to get to know me first, but no one did. Maybe I’m being a little picky, but we deserve better.”

Lilly didn’t miss the quick compliment tucked in at the end and smiled in appreciation. She wasn’t really looking to start a relationship on a whim tonight, but standing around doing nothing while others were having fun on the dance floor was pretty boring. At least out there, she could waste some time away and enjoy being someone’s focus, even if only for a few minutes. And if she ended up meeting someone who later became a friend – _or more_ – even better. _Not everyone can afford to be as picky as you, Randi._

“Fair enough, but wouldn’t it be fun to dance with someone, even if it didn’t come to anything?”

“I don’t know,” Randi hedged. “I guess it could be enjoyable. Tell you what, I’ll promise to accept the next offer if you do the same.”

 _Well, that was unexpected._ It wasn’t like Lilly had anyone asking, so the offer seemed one-sided. Then again, maybe Randi was trying to cheer her up with the hope that someone _would_ ask. Either way, it was pretty much guaranteed that Randi would be forced to accept an offer soon. It sounded like an easy win for Lilly.

“Deal!” Lilly practically blurted out. “Next offer, we both accept. Who knows, maybe we’ll meet someone special after all.”

“And how are you lovely ladies doing tonight?” Lilly’s hopes rose for only a brief moment before she recognized the voice of her teammate.

“Hey, Smit,” Lilly answered, trying to sound happy but unable to mount much enthusiasm.

“Well, _someone’s_ in a chipper mood tonight.” Lilly largely ignored the obvious dig, knowing it was just bait to draw her into another playful argument. While it might be better than standing against the wall alone, the brief hope of an actual dance had set the bar a little higher. “Anyways, I _actually_ came over here to see if my partner wanted to dance.”

“I’m not really sure how, but I accept.” Lilly suddenly realized Randi had set her up, somehow aware of Smit’s intentions and immediately fulfilling her part of the bargain. Randi’s wink as she followed Smit to the dance floor only confirmed her suspicions. _No fair! That’s cheating!_

Lilly found herself alone once more, watching the two partners find a spot on the dance floor and hoping to see Smit fail miserably. Instead, she was shocked to see him quickly take the lead, moving them in a slow pattern that put many of those around them to shame. Despite claiming to not know how to dance, Randi kept pace without much trouble, easily following the moves as the two staked out a small piece of the floor. Nothing about their dance was complicated, but the fact that they covered a little more ground than their stagnant counterparts made them look far superior. More than a few guys looked on jealously, both for Smit’s partner and being showed up in front of their own dates. There were even a handful of girls watching from the sidelines. Lilly had a distinct feeling that half of her team would be very popular for the rest of the evening.

Lilly could see the two talking as they swept around the floor, occasionally laughing at something the other said. The pair looked more comfortable and relaxed than the awkward couples that were too serious to even talk while dancing. The dance eventually slowed to a halt, Smit stepping back to bow to his partner. Randi returned the favor with a curtsy of her own before the two returned to Lilly’s quiet corner.

“I must say, I’m impressed,” Lilly admitted as Randi reclaimed the spot beside her. “I didn’t know you two could dance so well.”

“Eh, it wasn’t _that_ great,” Smit insisted. “Pretty simple stuff once you get the hang of it. I still stumbled a little, but Randi never missed a beat. I thought you said you couldn’t dance?”

“I said I don’t know _how_ , not that I can’t.” With her display a moment ago, Lilly felt Randi was holding back a bit. “As you said, it wasn’t too hard once we got started. Besides, Semblances are for more than just fighting, you know.”

“Wait, you used your Semblance to dance better?” Smit asked.

“Just the first few steps,” Randi shrugged, unashamed at having an unfair advantage. “Wanted to get a chance to see what to do. Once we got going, it was pretty much just the same thing over and over.” Randi curtsied once more and thanked Smit for the dance, but Lilly caught the girl’s eyes darting over in her direction. “I’m going to get something to drink. Why don’t you show Lilly some of those moves?”

Even without the obvious smirk on Randi’s face, her plan had already become perfectly clear. _All that just to get me to dance with Smit?_ Lilly was getting sick of people assuming they were together, and she was pretty sure Honey and Randi were the main culprits behind it. _This is what I get for trying to be a good leader. Try to help a guy, and everyone thinks you’re getting married or something._

“I was actually about to ask, thank you very much.” Randi slipped away without another word, but shot Lilly a thumbs up when Smit turned back to her. _I’ll get you back for this, Randi. Mark my words._ Smit held his hand out to Lilly and asked, “So, might I have the next dance?”

Part of her wanted to say no, but she’d promised Randi and didn’t feel like dealing with that anytime soon. Plus, an unhelpful part of her mind reminded her how she had, just a few minutes ago, been wishing someone would ask her to dance. It seemed a little hypocritical to deny someone at this point, even if it was only her idiot teammate.

Gently placing her hand in his, Lilly forced a smile onto her face. “Very well, I accept.” Lilly made sure to say it loud enough for Randi to hear her, proving that she was honoring their deal despite the sneaky nature of it. Instead of being embarrassed at being called out, Randi had her scroll out and was waving to get Honey’s attention.

Smit lead them back to the same area he and Randi had just come from, holding a hand out for Lilly. If he was surprised when she quickly stepped forward, placing a hand in his and draping the other on his shoulder, he hid it well. His other hand slipped around her, coming to rest between her shoulder blades as the music began once more. Smit took up a similar pattern to his dance with Randi, although a little faster to match the new tempo.

“So, where did you learn to dance?” Lilly asked, curious as to how her uncouth teammate picked up such knowledge.

“Would you believe I’m just a natural talent?” Lilly arched an eyebrow at his ridiculous assertion. Smit laughed at her doubt and admitted, “You know how I’ve been on my scroll a lot lately? Well…I was looking up some basics tips for tonight. That, and I asked Jaune for some help.”

“Jaune?” Lilly recoiled at the thought. “Jaune Arc. Vomit boy.” Smit nodded along to the names, proving she wasn’t mistaken. “He knows how to dance?”

“Turns out he’s actually really good at dancing,” Smit shrugged a shoulder as he answered. “A few of his sisters took dance classes and needed a partner to practice with, so he picked up quite a bit from them.”

“Look at you, preparing for tonight! What’s the big occasion?” she asked, before quickly adding, “If you say it was for me, I’ll throw you out the nearest window.”

“Sorry, milady, but my heart belongs to another.” Smit’s ridiculous answer earned a chuckle and cancelled his imminent flight.

“So how is the whole ‘pining for Yang’ thing workin’ out lately?”

“Hey, I don’t pine!” Smit protested. “I talked with her before you guys got here. Wants me to help her mess with Ruby later. I asked if she’d dance with me afterwards. Told me she’d think about it.” For not getting a definitive answer, Smit seemed fairly upbeat.

“Well, you certainly took it seriously. If you studied for class half as hard as for tonight, your grades might keep up with mine.”

“If studying got me a date, I’d have aced Oobleck’s class already.”

Lilly laughed at his pathetic joke, but didn’t doubt him. He had already proven how hard he could work for something he really wanted, going so far as to ask Jaune Arc, of all people, for dancing lessons. Lilly wished there was footage of those two practicing together. _Have to corner Jaune later and ask._ Not that she was looking forward to cornering Weiss’s not-so-secret admirer. _I swear, if he asks for some favor regarding Weiss, I’ll have to literally throw him at Pyrrha. Would be a nice change from her throwing herself at him._

“Well, for what it’s worth, I hope she agrees,” Lilly offered, genuinely hoping her teammate would finally have his shot. “If nothing else, your dancing should impress her. It’s pretty basic, but she seems more geared towards a mosh pit than a ballroom.”

“Nothin’ wrong with that,” Smit insisted. “Besides, you think you can do better?”

“No…I know I can,” Lilly boasted. “Wouldn’t want to embarrass you, though.”

“Alright, Azura, bring it on!”

 _Famous last words,_ Lilly thought with a vicious smile. She wasn’t an expert, but she knew a few moves that might cause him trouble. As the next song started, she quickly took the lead and moved them into a simple box step waltz. As much as she wanted to see him mess up a few times, Lilly tried to stick with some basic movements to give him a fair chance. A few nearby couples had to move their awkward swaying to make room for them.

“This isn’t too bad,” Smit said as he figured out the pattern. “What else you got?”

“Fine, let’s try something new.”

With no further warning, Lilly changed up the steps to a quick foxtrot, but switched the roles to keep him on the back foot. She laughed to herself at the knowledge that he was stuck in what was traditionally the girl’s role, but she found it a little easier to teach him that way. He stumbled a little the first few times, but soon adapted and followed along, even if his footfalls were a little clumsy. Not wanting him to get _too_ comfortable, she upped the ante a little with a quick three-step, circling as they went to avoid running into those around them. Through it all, Smit held his own rather well, almost frustratingly so. Rather than be embarrassed by her clear superiority, he was laughing at the little missteps. In the end, she couldn’t help but laugh along as they flowed around the dance floor.

The music ended far too soon, Smit stepping back a little short on breath. _Over already? But there was so much more I could’ve embarrassed him with! I can’t imagine how bad he would tango._

“Maybe I should’ve come to you for lessons instead of Jaune,” Smit panted. “Didn’t think you were into that kind of stuff.”

“That’s right. You _didn’t_ think,” she prodded back. Looking around, she realized the dance floor was much less crowded than a few songs ago. In her haste to show him up, Lilly hadn’t realized they had basically taken over a decent chunk of the area, forcing others into uncomfortably cramped corners or off the floor entirely. In fact, the line at the refreshment tables seemed a little longer than usual, now that she thought about it. With her hand held up for him, she instructed, “I think that’s enough. You may escort me back now.”

“Of course, your majesty.” Smit took her hand but kept it aloft in his own, walking alongside her. Lilly couldn’t help but imagine him in makeup and a powdered wig, but managed to stifle the resulting laugh as she tried to keep a straight face.

The small army of dancing couples closed ranks behind them, eager to reclaim the stolen territory as they departed. Randi was waiting ahead, scroll still out as she watched them with a goofy grin on her face.

“That was quite a show you put on,” Randi said as she finally put her scroll away. “You two dance really well.”

Before Lilly could answer, Smit jumped in instead with a pompous accent. “Lady Azura here deserves all the credit. Truly, she is a master of the craft.”

“You are too kind, sir,” Lilly answered with a similar tone. “Correct, of course, but also kind.”

Smit laughed at her display, voice returning to normal. “Well, if you ladies will excuse me, I need to go steal Honey away from her dates. Need the complete set, after all.” He bowed softly to them both. “Randi. Milady.”

Lilly felt his fingers trail across her own as he slipped away towards her partner, not even realizing he had still been holding her hand the whole time. The parting touch made her fingers tingle for a moment, before her hand suddenly felt cold as it hung in the air, alone once more. It took her a full two seconds before she snatched her hand back to her side, looking to see if Randi had noticed.

_Of course she did._

“So, you seemed to have enjoyed yourself,” Randi said once Smit was out of earshot.

“Dancing has always been fun for me.” Not necessarily a lie, but they both knew that wasn’t what made it so enjoyable.

“Yeah, but I’ve heard it’s more about the partner than the dance itself.” Randi’s insinuation was clear, but Lilly refused to acknowledge such an asinine statement.

“It definitely helps to have a skilled partner. Smit said he actually took lessons from Jaune. Can you believe that?”

Randi didn’t fall for her misdirection, instead stepping a little closer as she quietly said, “You know that’s not what I mean.”

 _How many times do I have to tell them?_ “For the last time, we’re not like that,” Lilly growled back, losing her patience with this running gag.

“Maybe not, but that doesn’t mean you couldn’t be.” Randi’s friendly smile only infuriated Lilly more.

“Look, Smit and I are–”

“–just friends, I know. But what if he wanted _more_ than that?”

Randi’s question hung in the air as Lilly’s eyes drifted to where Smit and Honey were now dancing. Their moves were far simpler, even if Smit seemed to be trying some of the tricks Lilly had just showed him. The steps were clumsy, but they both seemed to be enjoying themselves. Honey giggled as Smit spun her around and pulled her closer once more, both of them bursting into laughter when she didn’t stop and crashed into his chest, pushing the taller boy back into another couple. Smit ignored the evil glares behind him as he swept Honey back into the dance, disappearing into the crowd. Lilly could still hear their laughter, bringing a fond smile to her own face.

“He’s not like that,” Lilly insisted, subtly rubbing her cold hand. “Besides, he’s still interested in Yang. Even if I was interested – which I’m not – I wouldn’t get in their way.”

“Last I heard, she doesn’t seem that interested.” _Randi must have talked to Smit about it during their dance._ “Smit wasn’t even sure she would dance with him tonight. Instead, he danced with _you_.”

“That doesn’t mean anything! Besides, he danced with you first. Sure it isn’t _you_ that’s after him?”

“Fine, deny it all you want.” Randi stepped back, leaving Lilly relieved that they were finally going to get off this stupid topic. “For what it’s worth, though, I think you two looked great together.”

Randi held up her scroll as she finished, showing Lilly a picture of Lilly and Smit dancing. Lilly appeared to be laughing at something, her eyes closed softly with a big grin on her face. The lighting made her dress seem to sparkle faintly. But none of that was what caught her eye.

Instead, it was the look on Smit’s face that stood out. His head was tilted down slightly to look at her, but the usual smirk was nowhere to be seen. Instead, his eyes looked softer somehow as they peered down at her, an easy smile on his lips. The look was familiar to Lilly, but not on Smit. It spoke of contentment, the kind she had only ever seen in old photos of her parents. The connection had her face heating up, but she did her best to push the feeling away as Randi lowered her scroll.

“Anyways, I’m gonna go wait for Smit and Honey to finish,” Randi said as she turned to leave, calling over her shoulder, “Enjoy the rest of your evening, _milady_.”

Randi slipped through the crowd before Lilly could protest the stupid name, leaving her to huff at the air instead. _Stupid, meddlesome teammates! I don’t get their obsession with us. We’re just friends! He’s after Yang. I’m not interested in being her backup if things don’t work out. Not that I would want to be with him anyways!_ When she found that no one argued back, Lilly stomped her foot in frustration. _Not that he’s a bad guy, or anything. I mean, yeah, he’s got some serious problems, but we’re working through those. He’s a great teammate and a good friend. He deserves his shot at happiness with Yang._

 _Maybe I could help that happen,_ she thought. Yang would be freed from her duties soon, but it sounded like she hadn’t made up her mind about Smit yet. Lilly wormed her way through the crowd of bodies until she finally emerged near the entrance. Luckily, Yang was still there.

Another couple – a gray-haired guy and a short, green-haired girl – had just finished chatting with Yang and slipped past her to join the festivities. Yang waved as she caught sight of Lilly, probably thankful to have someone to talk to since most of the students had already arrived.

“Hey, Lilly!” Yang pulled her in for a quick hug. “You enjoying the dance?”

“It’s been good,” Lilly answered, ignoring the brief image of being held close by Smit as they swayed across the room. She tried to find something else to focus on. “You and Weiss did a great job setting this all up!”

“It was tough, but Weiss really has an eye for design.” Lilly had had a feeling the actual decorating was Weiss’s handiwork. “Thought she would be more of a pain about the music, but it all worked out. You gonna stick around for the _fun_ part of the night?”

“You mean your rave?”

“That’s what I said, the fun part!” Lilly laughed at Yang’s ridiculousness before agreeing to stay the whole evening. “Glad to hear! How are things with you and Honey?”

The morning after their big fight, Yang had cornered Lilly to ask what was going on. Lilly had told her all about Honey’s complaint and her own failure as a friend. Yang had been a good sounding board, letting her vent and assuring her everything would work out. It was a little weird to think how much they had changed since last semester.

“We’re getting there,” Lilly answered. “We’ve started training together a bit and even went shopping last week, just the two of us. Getting permission from Goodwitch was annoying, but I assured her I wouldn’t let Honey go running into trouble this time.”

“Any chance you could babysit my partner sometime? Gets tiresome making sure she isn’t chasing down terrorists.”

“With how much trouble you all get us in, I think I’ll keep my distance.” Yang accepted the slight dig on her team with a grin. “Then again, with all the crap I put _you_ through last semester, maybe I owe you one.”

Lilly stumbled back a step as Yang gently shoved her shoulder. Of course, gentle was relative when it came to Yang. “Hey, none of that now. We agreed not to dwell on that anymore. Besides, you helped us save Blake. If anything, I’m the one that owes _you_.”

Lilly made to disagree when a sudden thought popped into her head. “You really think so?”

“Absolutely!” Yang claimed. “Yeah, you were a pain at times, but my partner might be dead if it wasn’t for you. Pretty sure those two aren’t even close to being even.”

“Well then, how’d you like to make it up to me?”

Yang looked back hesitantly, unsure of what to say at first. “What did you have in mind?”

“It’s actually not for me,” Lilly replied, remembering Smit’s comments earlier. “Smit’s really hoping for a dance with you tonight. Pretty much all he’s talked about the last month.”

“And you want me to dance with him as a favor to you?”

“I want you to give him a chance, is all.” Lilly glanced back, spotting Smit, Honey, and Randi across the room, laughing together. “I don’t know if anything will come of it, but it would mean the world to him. He told me the other day he just wanted a shot to see if things would work. Something about him not wanting to regret not trying someday.”

“Is that so?” Yang followed her gaze for a moment and asked, “And it’s really that important to you?”

“I just want to see him happy.” The memory of Randi’s photo tried to worm its way into her mind, but she squashed it without a second thought. _That’s not what either of us want,_ she reminded herself. “He’s been through a lot lately and could really use something special.”

“Ha! When you put it like that, how can I say no?” Yang shook her head in amusement. “Still have to guard the entrance for a few more minutes, but I’ll track him down afterwards.” Yang’s elbow bumped Lilly’s side as she asked, “You really care about him, don’t you?”

Lilly found herself once more resisting the urge to deny her supposed feelings for Smit. “I’m just trying to be a good leader.”

“Nope,” Yang blurted out sharply. “You’re being a good _friend_.”

Lilly preened a little under the praise before thanking her former nemesis and slipping away, letting Yang carry on with her responsibilities and trusting her to keep her word. _You’re welcome, you idiot,_ she thought as she spied Smit once more. Content that she had done the right thing, she wove her way through the crowd to rejoin her team.

/- - - - - - - - - -/

“There you are!” Smit called as Lilly emerged from the crowd. “Where’d you run off to?”

“Just chatting with a friend.”

“Well, you missed me and Honey dancing. It was hilarious!” Smit laughed.

“Hey, that’s not fair!” Honey protested, slugging Smit in the arm. “I didn’t see that guy behind me. If anything, it’s your fault for not warning me!”

“Don’t worry, I got it all on video,” Randi added, holding up her scroll to prove her point. Honey made to grab for it, but Randi lifted it above her head to keep it safe. Smit had to laugh as Honey grew to continue her pursuit, only for Randi to drop it behind her back, catching it in her other hand. The two continued playing keep away until a sudden ping from both Lilly and Smit heralded the futility of Honey’s efforts.

Smit glanced at his scroll to see a batch of files had been received, including videos of his dances with Honey and Lilly. There were also a few pictures of him and Honey, but the majority were of his dance with Lilly. There was even one or two of their ridiculous walk back afterwards. _You’re the best, Randi! Always nice to have some blackmail material._

As Honey bemoaned her failure, Randi asked Lilly, “So, you have a nice chat?”

If the question itself wasn’t weird enough, Lilly’s glare made it clear there was more going on than they were telling. “As a matter of fact, it was.”

Randi’s disappointed shake of her head had Smit even more curious, but he knew better than to intrude on one of Randi’s veiled conversations. His partner could be annoyingly elusive when she wanted to be. Pressing the matter probably wouldn’t give him any answers. Instead of ruining the evening with an interrogation of whatever private matters she and Lilly had, Smit did his best to let it go.

“Sounds like my partner is still in need of a proper dance,” Lilly joked, turning to Honey with a dramatic bow. “Would you do me the honor?”

“I thought you’d never ask,” Honey giggled, the two making their way to the dance floor. Smit bit back on a joke, even if the potential embarrassment to Honey and frustration from Lilly would be amusing. _Let them have their fun. You can always make fun of them afterwards._

“What’s your plan for the rest of the evening?” he asked Randi.

“Actually, I bumped into someone I met a while back in Mistral.” With how Randi spoke of her past, Smit had to assume Randi had singlehandedly saved their entire village from Grimm or something. It seemed like the more nonchalant Randi’s stories were, the more awesome the true details turned out to be. “Told her I would catch up with her later. Wanted to let her dance with her date for a bit first. Of course, before I do that, I’ve got a dance to record. Catch ya later.”

Randi slipped away to continue her candid camera antics, as Lilly had conveniently led Honey deeper into the crowd, blocking their view of the pair. Smit doubted that was an accident. He could only laugh at how the tall faunus darted along to find a better angle, careful to avoid Lilly’s view lest she move once more. _I’m on a team full of psychos, self included._

A quick check of the time showed he still had a few moments before Yang was free, so Smit snatched a cup of punch and leaned against a nearby pillar, content to wait it out alone. He was a little disappointed that the drink tasted solely of some fruity mixture. He wasn’t sure what an alcoholic punch tasted like, but he had to assume there would be at least a little bitterness to it. _I’m a little ashamed of my classmates. All these people and not one of them bothered to spike the punch._

Not that he was dumb enough to try. Smit doubted Ozpin and Goodwitch had chosen a spot within view of one of the punch bowls by coincidence, even if he had seen Goodwitch disappear with Ironwood for a little bit. _Who knew that was a thing? Kinda weird to see the faculty flirting, but they’re people too, I guess._ Mirroring their approach, Port and Oobleck were not far away either, subtly watching the bowl on his side of the room while Port laughed uproariously at something Oobleck said.

Other than that, though, the teachers mostly ignored the students, letting them have their evening of fun. He had even seen a few couples slip outside throughout the evening. No doubt a few of them were looking for somewhere secluded to continue their date.

As the slow tune from the speakers continued lazily drifting through the air, Smit leaned his head back against the pillar and closed his eyes. The night wasn’t even half over, but Smit could admit it had been a lot of fun. _Glad I got to dance with the girls tonight. It’s a shame none of them had dates, though. They really are amazing._

Randi had been a blast, telling him about her plans to record him dancing with the other two. He’d begged her to send copies to him, and Randi had proven true to her word. She had insisted that he go all out to embarrass Lilly especially, which he could fully get behind.

His dance with Lilly was probably his favorite. She was quite the skilled dancer, from what he had seen. Of course, that was compared to someone with only a few lessons and some videos to go off of. Still, she’d seemed comfortable with the dance steps and made it easy for him to learn. He hoped to use some of those same moves later with Yang. _Might as well pull out all the stops. No guarantee I’ll ever get another chance like this to impress her._ That was assuming she agreed to the dance, but he felt like this was his night.

Honey had been fun. It wasn’t hard to mess with the girl, especially when it came to her “dates” for the evening. Turns out, even she wasn’t completely sure about Penny’s attire. Her best guess was that the girl had misunderstood when Ruby jokingly called it a date. Apparently, Penny was one to take things quite literally. Sounded pretty naïve to Smit, but Honey liked her, so she was okay in Smit’s book.

Honey had tried to fight back with some jokes of her own about him and Lilly. Smit just laughed along, mainly because he could imagine how Lilly would have reacted. It always got a rise from their leader, who would stomp and insist that they were just friends. Smit figured they all knew that was true – _I mean, could I be any clearer about my intentions with Yang?_ – but he wouldn’t begrudge them their little joke. Of course, that didn’t mean he wouldn’t “accidentally” run Honey into some random guy during their dance for trying it with him.

Overall, the night had been a blast. In fact, the only thing that could make it better was…

“Hey there.”

Smit’s eyes popped open at the sound of Yang’s sultry voice. _Looks like she ducked out a few minutes early. That’s a good sign._

“Hey yourself,” he answered, tossing his empty cup into the trash can nearby. “You finally free?”

“Just got off.” The answer was pretty obvious, but he couldn’t think of something better to ask, his mind having gone blank with such a critical moment before him. “Caught a few glimpses of you dancing with your team earlier. You guys have fun?”

“They were great,” he admitted honestly. “Felt bad that none of them had dates…well, other than Honey. Hope your sister didn’t mind me stealing her date for a dance.”

“Such a home wrecker,” Yang laughed, leaning sideways beside him against the pillar. Her arm gently brushed against his own in the motion, the chills down his spine conflicting with the sudden warmth of the limb. “You’re a good friend to those three. Glad you all got to have some fun on the dance floor tonight.”

Seeing an obvious setup, Smit asked, “You want to try?”

“In a bit,” Yang answered, pushing off the pillar. Smit immediately missed the warmth of her touch as she nodded her head to the side. “Think I’d rather talk for a bit first. Wanna go get some air?”

“Sure!” he practically blurted out. _Smooth, Smit. Real smooth._ He highly doubted that she was trying to find a make out corner or anything, but the brief thought had excited him a little too much.

Smit followed her out the large doors, the cool night air nipping at his face. He was grateful for the thickness of his outfit, which protected him from the biting chill. Yang, however, was less fortunate, unable to mask the small shiver from her exposed arms as they rounded the corner.

“Thanks,” Yang smiled, accepting the suit jacket Smit offered her and sliding her arms through. It wasn’t actually his suit, having borrowed it from the school, but the sight of her wearing his jacket thrilled him nonetheless. It seemed like such a little thing, but it spoke of a level of comfort between the two, almost as if the jacket was his way of claiming her. That she accepted his claim so easily had his hormonal heart aflutter.

“So desperate to get me alone, huh?” His joke earned him a playful punch.

“Lilly’s right, you are _such_ an idiot.” Her laughter somewhat diminished the insult. “She actually tracked me down a little while ago.”

“Oh? What for?” Smit asked.

“She wanted to apologize for last semester…again.” Smit could agree with Yang’s frustration. _That girl just can’t let things go, can she?_ “Told her it was fine. If anything, I owed her for helping track down Blake.”

Memories of that evening crashed into his mind, especially of the White Fang he had dealt with at the end. With a deep breath, he pushed those horrible images from his mind and focused back on the girl at his side.

Yang chuckled at some thought before continuing. “I asked her if there was any way I could make it up to her, and she asked for a favor. Do you know what she asked?”

“What?”

Yang came to a stop in the large courtyard of the CCT, which Smit only recognized because the looming tower stood behind her. Nothing else was worth looking at compared to the radiant beauty before him.

“It was for you, actually. All she wanted was for me to give you a chance.” The shock on Smit’s face must have been pretty obvious. “Yeah, surprised me too. She said you deserved something special. Pretty hard to turn that one down. Claimed it would mean the world to you if I agreed to a dance.”

 _Way to make me sound desperate, Lilly._ The characterization wasn’t inaccurate, but that wasn’t how he wanted to come across. _Then again, if that’s what it takes…_ “Just wanted a chance, that’s all. If it works out, then great. If not…well, at least I can say we tried.”

“Fair enough,” Yang shrugged. “I can’t promise anything, but I guess I can at least give you that dance you wanted.”

Yang pulled her scroll out and flipped through it for a moment, before finally pressing something on the screen. A soft, slow melody drifted out as she set her scroll down nearby.

Yang bowed slightly and asked, “So, Smit, shall we dance?”

“As you wish,” Smit answered, doing his best to feign a curtsy, much to Yang’s amusement. With a short chuckle, Yang stepped forward and draped her arms on his shoulders as he placed his just above her hips.

It wasn’t anywhere close to the multitude of plans he had gone through in his mind. No fancy moves that Lilly had showed him. He didn’t twirl her as he had Honey, too afraid to remove his hands from her side lest they should never return. Instead, the couple swayed gently back and forth on the lonely cobblestone plaza.

“Your team really loves you, you know?”

“Hm?” Smit’s mind was a little too focused on her to think about his team, and it took him a moment to process what she had said. “Oh, yeah. We’ve had some rough patches, but they really are a great bunch. Wouldn’t trade them for the world.”

“I can tell,” Yang smiled back, eyes peering through long lashes and causing the butterflies in Smit’s stomach to take flight. “Can’t say anyone expected that. We all thought you were just some arrogant idiot.” Yang stepped a little closer as they danced, allowing his hands to slip around her back until they were touching. He couldn’t tear his eyes from hers, but he could feel how close she was by the soft pressure against his chest. “Glad to see it worked out for you.”

“What can I say? Just lucky I guess.” Smit’s mouth felt incredibly dry, but he resisted the urge to lick his lips as he stared into the gorgeous purple eyes only a short distance away. “Then again, here with you, I’d say I’m the luckiest guy on Remnant.”

Yang laughed softly, him feeling as much as hearing it with how close they were. Smit desperately hoped the song would go on forever as she watched him with an easy smile. He cursed himself mentally as his eyes betrayed him, darting down to her lips for only a moment. Yang’s resulting smirk and raised eyebrow made it abundantly clear she had caught him. His lips pleaded with him like a wanderer in Vacuo, and he briefly licked them without thinking. The night air suddenly seemed so much warmer as a bead of sweat trailed down his back. He desperately wanted to loosen his collar as he suddenly felt short of breath.

“Seems to me like a dance isn’t all you were hoping for,” Yang quipped, laughing as his cheeks heated up. _Just great, man. You finally get a chance, and you act like you’ve never talked to a girl before. No way she’d–_

His mind shut off as he felt her pull him closer, one hand worming into his hair as she titled her head to the side. A delicious warmth pressed against his mouth as his eyes shut. Without thinking, his arms pulled her tighter, pulling her flush against him as a gentle movement on his lips had him practically melting in her arms. Time seemed to stand still as she gripped his hair, locking him against her – not that he ever wanted to leave. As her lips parted and something warm and moist tickled between them, he surrendered entirely.

/- - - - - - - - - -/

 _Hope Smit is having fun_ , Lilly thought, having lost track of him during her dance with Honey. Yang was also missing, so she had to assume the two were together. Yang’s hair should have been easy to spot, even in the crowd, but there was no sign of her anywhere. _Must have slipped outside or something._ The thought fell like a weight in her stomach, but she did her best to ignore it. _Not like they’re making out or anything…not that I care._ Yang didn’t strike her as the type to do something like that on a whim. The girl may act like it sometimes, but Lilly knew she was more interested in having a family of her own someday, not just a bunch of cheap dates and fooling around.

Far from reassuring her, such thoughts only made her feel ill. _Really need to stop getting involved in his love life. Already have to deal with enough of him as it is._ Instead, she tried to focus on other things to distract herself.

Dancing with Honey had been fun, but it was really just a chance for her to talk with her partner. Honey gushed about hanging out with Ruby and Penny, telling her all about the quirky girl she had befriended. Lilly offered to have Penny join them at lunch, but Penny apparently wasn’t staying at the school. Something about her father having come with her and staying somewhere in town. It sounded a little odd, but then again, so did Penny.

Lilly had talked a lot about home, especially Violet and the guy she was dating. Honey seemed genuinely interested in her family, making Lilly feel a little guiltier for not spending more time with her partner. _It’s okay. You messed up, but we’re working on fixing it. This is just the first of many overdue conversations._

They tried to avoid Randi’s recording, but gave up when the girl seemed to immediately reappear anytime they moved. In the end, she figured it was best to just give up and enjoy themselves rather than run from Randi all night. She already had much more embarrassing footage of her and Smit, anyways.

The memory had a host of unwanted thoughts pushing to the front of her mind. The content smile on Smit’s face. Randi’s comments. How it felt holding his hand. Yet again, she found herself rubbing warmth into the appendage, even if she wasn’t cold. _Dang it, Randi! Look what you’ve done to me._ It wasn’t that she was longing for Smit or anything, but it was hard to ignore such thoughts, especially on a night like this.

Lilly distracted herself by watching Honey, Ruby, and Penny dance off to the side. The song playing seemed to be an early prelude to Yang’s music, the rhythm a little heavier than what she imagined Weiss would allow. Ruby was jumping up and down, pumping her fist in the air as she cheered on the other two, who seemed to be in some sort of goofy dance off. Honey was doing something that vaguely resembled the funky chicken, but only if Lilly was being generous. In response, Penny began to dance the robot, proving unusually adept at the motions and clearly taking the lead. That, of course, didn’t stop Honey, who continued her embarrassing display but began slowly rotating as she went. The whole thing looked ridiculous, and Lilly could see a few people pointing and laughing at the trio. Lilly would’ve been angry if it wasn’t for the girls’ laughter drowning out anyone else as Honey finally fell in a heap.

Randi had slipped off to talk with some girl Lilly hadn’t seen before, but Lilly had long ago stopped being surprised by the wolf girl. Knowing a random exchange student that she never mentioned before was pretty normal compared to her usual antics. A small part of her thought about linking with the random girl, hoping to finally learn more about Randi’s past, but she shrugged off such a thought with ease.

The night had gone a lot better than expected. With no one even bothering to ask her to the dance, she expected to spend the evening hiding near the punch bowl with the likes of Jaune. It seemed that fate hadn’t befallen any of them, as she had spotted Jaune disappearing earlier to follow Pyrrha onto a balcony. _Maybe those two will finally get the ball rolling tonight._

Even better for her, a guy had actually asked her to dance! It was a little disappointing to find out it was Smit’s friend Mercury, but he still counted. Mercury definitely seemed like Smit’s type, trying to look cool and making dumb jokes, but he was nice enough. It was a little weird dancing with someone she didn’t know, but that was the fun of it. When the song came to an end, she had met Mercury’s leader, a tall, dark-haired girl named Cinder whose figure Lilly could honestly admit to being jealous of. Plus, the way she carried herself spoke of great confidence. With the number of eyes that followed her wherever she went, Lilly could understand why.

Their meeting was short, as Cinder explained she had only just arrived and owed Mercury a dance. Lilly had graciously bowed out at that point, thanking Mercury for the dance and wishing them both an enjoyable evening.

Seeking a moment to herself, Lilly made her way upstairs, finding a secluded spot along the second-floor railing and looking down over the throng of students below. A brief glimmer of white strode purposefully towards the door as General Ironwood departed, looking like he had some business to attend to. _Must be pretty important to tear him away from Goodwitch._ She scanned the crowd once more, searching for the bright mane that should lead her to Smit.

“Whatcha doin’ up here? All the fun’s downstairs.” The voice from behind startled Lilly for a moment before she whipped around, recognizing the voice.

“Yang?”

“Yep, that’s me!”

“I was just looking for you, actually,” Lilly said, suddenly wondering where Smit could be.

“ _Finally_ done with work. With all the water I’ve been downing, I was desperate for a chance to hit the bathroom.” That explained her absence, even if she could’ve been spared the specifics. “Figured I’d find Smit and give him that dance I promised. You seen him around?”

“Actually, I thought he was with you,” Lilly answered, glancing back to the dance floor. Yet again, her search came up empty. _I go to all the trouble of getting him that dance, and that idiot’s gonna miss it!_

“Weird. I’m sure he’ll be back soon. Mind if I wait up here with you for now?”

“You don’t want to go down and dance? I figure there’s plenty of guys here who would love to.” After all, if even Lilly could get asked for a dance, then surely Yang Xiao-Long would be flooded with requests.

“Nope. I’m only here for two dances. Promised Blake one, but I figured I’d wait a little longer. Wouldn’t want to scare Sun off…yet.” Lilly had a feeling Yang’s graciousness would come at a cost for those two. “The other I promised to give to Smit. Figured he’d be more interested in one before the rave. Not sure if punching him in a mosh pit would count.”

“I dunno, but feel free to do that too.” Yang and Lilly shared a laugh at the easy banter. “After all he’s put us through, he prob– wait, what on Remnant is Jaune wearing?”

Laughter was slowly spreading across the room as others noticed the tall blonde boy striding purposefully across the room in a dress. The hunt for Smit was put on hold as all eyes focused on the spectacle below. _Smit can wait. I’m not missing this._

_Besides, I’m sure he’s fine._


	20. CCT

Smit could vaguely remember being told – probably by Lilly, who liked to pontificate after their workouts – that time was relative; how a moment often rushed by or dragged on depending on what was happening. An hour playing games would fly by. Conversely, a minute in Port’s class felt like a life sentence. Despite the steady rhythm of time, one’s journey through it fluctuated wildly, often in stark contrast to how one wanted.

What Smit thought people often forgot to add was how abruptly that pace could change. He also idly wondered why his mind was focusing on such things, considering what was happening at the moment.

Yang slowly pulled away from him after what felt like several minutes, but was probably closer to a few seconds, as the song they had been dancing to hadn’t even ended yet. Either way, it was over far too soon.

Yang smiled beautifully as she slowly opened her eyes once more. Her lips still glistened, taunting him with the memory of only a moment ago and leaving him longing for more. She watched him closely, looking for a reaction as his mind raced for something – anything – to say to her. He had dreamed of this moment for so long, planning exactly how he would win such a prize and different ways to impress her afterwards. Instead, all he could muster was a single word.

“Wow.”

 _Real smooth, man._ Smit could almost hear Lilly laughing at his articulate response.

Yang’s warm laugh was possibly the most wonderful sound he had ever heard. “I’ll take that as a compliment,” she said as her scroll hummed out the last chords of its song – a song that he would be downloading as soon as he got back to the dorm. Even now, the simple melody in his head flooded him with warmth, a stark reminder of the evening.

Smit’s arms twitched slightly as Yang let her hands trail down them, the gentle pressure barely perceptible through his shirt sleeves, before they came to rest in his own. Yang squeezed his hands for a moment, releasing one before she softly tugged him forward. In a single motion, Yang slipped beside him, fingers intertwining with his as they walked towards the CCT.

“What a night,” Yang sighed, leaning against his side as they strolled along. The tower itself lit up much of the courtyard with a soft glow. The sharp clicking of Yang’s heels on the cobblestone punctuated the silence around them. This late at night, the CCT and most stores were closed, leaving the area deserted save for them.

“Tell me about it.” Smit couldn’t think of anything better to say, not that he wanted to interrupt the content silence of their stroll. Yang’s free hand crossed in front of her to rest along his arm as she tilted her head onto the corner of his shoulder. It was such a simple gesture, but Smit felt his heart leap at the half-hug nonetheless.

Smit wanted to ask what this meant for them. It felt like the start of a serious relationship, but asking right now might ruin the mood. His mind raced ahead, making plans for the coming weeks. _Obviously, I’ll try to sit with her as often as I can. Not that my team will care with how close she and Lilly have gotten. Speaking of, I’ll have to make sure to do something nice for Lilly, seeing as she went to bat for me._

Smit couldn’t wait to let Lilly know what had happened. _Finally, she can stop pestering me about pursuing Yang. After all, looks like it worked._ Rubbing her face in it was probably a little childish, but Smit was willing to risk it for the well-deserved comeuppance. Of course, he would have to figure out a way to torment her with it. _Would it be better to drag it out, leaving her with precious few details until she demanded the full truth, or maybe claiming even more happened just to see her flush of embarrassment._ The options were endless, but he’d make sure it was terrible in the end. She deserved at least that much for all her pestering.

Smit felt his scroll buzz and fished it from his pocket. A simple “Where are you?” message from Lilly was waiting, but he cleared it without a response. Between the message and the time on his scroll, Smit knew it was about time to head back, loathe as he was to admit it. While they weren’t required to stay for the whole event, getting back at the last moment would be pretty awkward. Even worse, if they were late, they’d have to call for a bullhead. Smit didn’t really want to start their relationship by explaining to Goodwitch why a young couple was out so late…alone. Besides, their teams might start to worry if they stayed gone too long.

Smit waited until they completed a full circle of the tower, slowing to a stop in front of the entrance. “Looks like our absence has been noticed,” Smit said. “You ready to head back?”

“Sure,” Yang agreed, squeezing his arm lightly against her side. With a quick glance around them, she addressed one of his unspoken questions. “If anyone asks, we talked and danced nearby. Don’t need everyone thinking I dragged you behind the bushes for some fun.”

“We’ve still got time…” Smit joked, even if he wasn’t against the idea. It had only been a few minutes, but Smit already missed the feel of her lips and longed to reclaim them once more.

“Idiot,” Yang shot back, shoving him towards the bushes nearby with a laugh.

The back of Smit’s knee struck the short wall that divided a line of bushes and flowers from the courtyard, sending him tumbling onto it. With a grunt, Smit’s head crashed in between two of the bushes, twigs snapping as his head fell through and struck something hard. He sat up and brushed off his shirt, eyes lazily drifting back to see what he had landed on.

The armored body behind him was a real mood killer.

“Yang, get over here!” Smit shouted, even if she was only a few feet away. He hurriedly crawled over to the downed soldier, placing his fingers against the guy’s throat to check for a pulse. “C’mon, c’mon. Please be– thank goodness!” The steady rhythm against his fingers proved the man before him was still alive, only unconscious. Just to be safe, Smit moved his hand in front of the soldier’s mouth and was rewarded with a gentle breeze against his skin. _Good, still breathing. He’ll be out cold for a while, but it doesn’t look serious._

In fact, Smit couldn’t see any injury at all. _Rifle’s laying nearby,_ Smit mentally noted as Yang hopped up beside him. She nearly fell back off the wall as she caught sight of the body he was knelt over.

“What happened here?” Yang gasped.

“Not sure,” Smit answered as he spotted the man’s pistol still in its holster. “He’s alive, but unconscious. Looks like someone got the drop on him, then stashed his body in the bushes. Weapons are still here, so whoever did this must have not needed them.”

Between Lilly’s intellect and Randi’s perception, one couldn’t be on Team LHSR without learning to have an eye for detail. _Whoever this was took him out in a single blow. Have to assume they wanted to keep things quiet, seeing as how the CCT has armed guards inside. The question is, why would someone attack a CCT guard?_

Echoing Smit’s thoughts, Yang asked, “Why would someone do this? There’s nothing valuable here, especially not valuable enough to risk such a well-guarded facility.”

“Nothing valuable to us, maybe,” Smit corrected as a muffled cry came from inside the CCT. “Apparently, someone else thinks it’s worth the risk. C’mon, let’s go stop them.”

“You go on ahead,” Yang ordered, pulling out her scroll. Smit made to protest, but Yang cut him off. “I’ll call it in. After the telling off last time, no way am I going in without backup on the way. You go on ahead and I’ll catch up.”

“I’m not sure–”

A trio of shots rang out from somewhere inside, followed by a cry for help.

“There’s no time!” Yang shouted, shoving him towards the doors as her locker slammed into the pavement behind her. “Someone’s in trouble and needs our help! I’ll be right behind you. I promise.”

Even if splitting up wasn’t ideal, Smit knew she was right. _Whoever this is was spotted. Have to imagine that gunfire will draw more guards. Doubt this guy will stay nonlethal when that happens._ Smit barreled through the doors, rushing through the foyer and down the main hall. What awaited him confirmed his worst fears.

Four more bodies lay on the floor near the elevators. Even before he reached them, Smit could tell it had gone poorly for them. The nearest looked to have been smashed against a railing, his body bent backwards a little further than natural. The impact looked to have snapped his spine. The other three were sprawled out nearby, each with weapons drawn. Aside from the matching armor and uniforms, they all had one thing in common.

Burns.

The air reeked of a sickly scent, not that different from a barbecue, if one was cooking the vilest meat imaginable. As he rolled one of the bodies over to check their vitals, Smit nearly vomited at what was left of the man’s face. The skin was charred beyond recognition on one side, helmet having melted away to reveal an empty socket that oozed a horrendous slime. Smit tried not to imagine what exactly the sludge was made of.

The next body had some sort of puncture wound to their stomach, no more than a few inches in diameter but obviously fatal. The skin around the wound was burnt, but it looked like most of the damage was internal this time, as if someone had lit a fire on the _inside_.

 _What kind of monster would do this?_ It took only a minute for a terrifying answer to force its way into his thoughts. An image of the man being cooked alive from the inside made Smit stumble backwards in fright, especially when his mind unhelpfully completed the image with his fist buried in the man’s gut.

 _Is this really what I did to those animals at the docks?_ At the time, he had been too blinded by rage to notice the cruel suffering he had caused, but such images came back without warning. Most had been quick, but Smit had taken his time on a few for revenge. Most notable was the last, a short girl kicking at him as her face was burnt clean off in his hand, her dying screams swallowed by the very flames that ended her. Seeing the aftermath firsthand like this had Smit trembling.

He didn’t bother checking the other two, certain from their myriad injuries and lack of movement that neither would be waking up. It seemed only the one outside was fortunate enough to survive.

A trail of bloody droplets led away from the carnage to a nearby elevator, the indicator above showing it was at the top of the tower – the main call center. Smit ran to the elevator, smashing the call button and watching the numbers above slowly count down to his floor. He was eager to find whoever was responsible for the chaos behind him and make them pay, which made waiting for an elevator all the more excruciating. Worse, he doubted the culprit had missed the sound of the elevator descending, meaning they might flee if he didn’t hurry. _Then again, if they think it’s just more guards, maybe they’ll stick around to take them out too._ He cracked his knuckles in anticipation of the fight as the elevator finally arrived.

Smit wasn’t too surprised to find two more bodies leaning against the wall of the elevator, even if they made for unpleasant ride companions. Trying his best to ignore them – and how bad such a massacre smelled in a confined space – Smit focused on the panel in front of him. As if his destination wasn’t clear enough, the top floor’s button was stained red.

As the elevator ascended once more, Smit readied himself to engage whatever would await him at the top. Hiding in the elevator to take in his surroundings wasn’t a good option. He was at his best in melee, so he braced himself to charge forward the moment the doors opened. A familiar flame roared to life around his clenched fists just as the doors parted.

“Yah!”

Smit ran into the dark room with a yell, but no one was there to meet his charge. Knowing better than to assume it was empty, Smit ducked behind a console for cover and looked around. His opponent had either fled or was hiding, meaning his surprise attack had been worthless. If whoever it was had any sort of ranged attack, staying in the open was asking for trouble.

None of the lights were on, but the entire room glowed faintly from a single active console at the main desk. The only suitable hiding place would be behind one of the rows of consoles, so he slowly crept forward, scanning each row as he went. He was alone, with only a low, electronic hum to keep him company.

Reaching the far wall, he cursed himself at the sight of a door leading to a stairwell. _Looks like they slipped out the back while I was on my way up. How did I not notice a staircase before?_ Considering the mess downstairs, Smit could admit to being a little too distracted to focus on however many doors were down there. The stairs would’ve taken longer, but the chance of getting the drop on the killer would’ve made it better than the loud elevator he had come up on.

Smit made to follow down the stairs, hoping Yang or her backup would be able to stall the perpetrator, but his plans were interrupted by a sudden beeping from across the room. The short tone sounded again, drawing his attention to the lone active console. Curious, Smit returned to the main desk and found an ominous screen awaiting him.

In the middle of the screen was a countdown, which had just passed below the one-minute mark and was now beeping as each second ticked by. If the giant, red numbers weren’t ominous enough, the Grimm mask and crossbones on either side made it clear this was no alarm clock.

A pair of option buttons stood below the descending numbers. The first was labelled “Detonate Now” and further indicated the severity of the situation. He couldn’t think of any scenario where those two words heralded something good. Smit wisely chose not to test that option and instead clicked on the accompanying “Cancel” button instead, hoping he could stop whatever dastardly plan had been set in motion. A small popup window asked him to verify cancellation with a code as the computer beeped twice, signaling he had passed the thirty second mark. _Crap! Of course it’s not that easy._ Smit’s mind begged him to leave, knowing the chances of guessing the code was pretty low. _Not much time to do a trial by error. For all I know, a wrong answer will set this thing off, whatever it is. Then again, if this is just the trigger…_

Pushing the chair back, Smit reached down for the main power cord, hoping that disconnecting the power would halt their plans. Severing the connection could just as easily trigger the device, but doing nothing guaranteed it. He couldn’t be certain, but he had to try something. Before he pulled the plug, however, a small piece of paper caught his eye. The only thing written on the note was a combination of twenty or so letters and numbers. _Guess that’s worth a shot. If it fails, I’ll just cut the power and hope for the best._

Smit rushed to type in the code, just as the timer reached the single digits. His eyes clenched shut as he finished, bracing himself for whatever horrible consequence awaited. Instead, the countdown came to a halt with a quick trio of beeps, proving his hunch had been correct. _Bad guy must’ve dropped this or something. Talk about lucky._

For the first time, he noticed a small device sticking out of the side of the console and yanked it free. It seemed to be some sort of flash drive, which he stored in his pocket, along with the note. _Ozpin will want to see these. Maybe he can figure out who was behind all this._

Heart still racing, Smit jumped slightly as another window opened on the screen, revealing a simple chat program. A single message awaited him, the username showing simply as “Guest.”

 _What do you think you’re doing?_ the screen demanded.

“Stopping whatever you were up to,” he sent back, not even realizing he was saying it out loud as he typed.

_Is that so? And who do you think you are?_

“Just the guy stopping some psycho’s schemes. Who are you?” Smit doubted this person would just give him their information for the police, but it couldn’t hurt to try. Honestly, he half-expected to get some stupid villain name in response, just like in the comics. Something like Slicer, or maybe just The Hacker.

 _It doesn’t matter who I am, just what I will accomplish._ Strike that, this guy had a straight up supervillain complex.

“I stopped your little countdown of doom, by the way. What was the point in all of this? Why kill all those soldiers?”

_Simple. They were in my way._

Smit wasn’t exactly shocked at the lack of care this guy was showing. “Well, now I’m in your way. Also, you left behind a little something.” Smit smiled as he patted the flash drive in his pocket. Something like that might even help the police identify who this guy was, meaning he had a key piece of evidence now. “Why don’t you come on back so we can finish up here? I’ll be waiting.”

Behind Smit, the elevator hummed to life, descending once more to the ground floor. Smit had to assume Yang had finally caught up, possibly with backup already. Normally, egging on a murderous psycho would be ill-advised, but Smit figured he could handle some crazy bomber, at least for a while. Taking down a few soldiers wasn’t the same as facing off with a Huntsman. With Yang on her way, as well as whoever she called for backup, they would have a sizable advantage against a single opponent.

_You’re right. You are in the way. Luckily, that will be remedied momentarily. Let’s settle this before blondie and her friends can interrupt._

As if on cue, the elevator pinged with a new arrival. The ominous message was a little too conveniently timed, making Smit realize that this could just as easily be an enemy as reinforcements. Plus, if he knew about Yang and their backup, that meant he was still nearby. _Maybe close enough to come after me first._

Smit whirled to face the elevator, igniting his hands as he stood to prepare for whatever was about to step off. His opponent would be trapped in a confined space, so Smit prepared to charge. The muscles in his legs tightened as he leaned forward, ducking slightly in case of an initial attack. The doors slid open…

Smit’s eyes locked with General Ironwood’s.

Smit checked his charge, confused by the new arrival. The general was less hesitant, eyes widening at the sight of him. Ironwood lunged forward, pulling a large handgun from his jacket and levelling it directly at Smit’s chest. He was still far enough away to react if Smit attacked, but close enough that there was no way he’d miss. Four soldiers quickly spread to either side of the general and trained their weapons on him as well.

“Surrender, and you won’t be harmed!” Ironwood demanded, much to Smit’s surprise. _Whoa, wait a sec! I haven’t done anything wrong! Why would he–_

It occurred to Smit that his hands were still on fire as he stood in the middle of the room, legs still tensed for a charge. In the confusion of Ironwood’s arrival, Smit didn’t think to lower his guard. _No wonder they’re jumpy. Bunch of soldiers murdered downstairs, and they come up here to find me ready to attack them._ It also didn’t escape Smit that the burnt bodies made his Semblance a little suspect at the moment. _Honestly, I’m surprised they didn’t shoot first and ask questions later._

“I didn’t do anything,” Smit insisted, trying his best to remain calm as he extinguished his hands and held them up to prove he was complying. “I heard fighting and came up here–”

“That’s enough!” Ironwood roared, silencing Smit in an instant. Keeping his weapon aimed at Smit, Ironwood nodded to the soldier on his right. “Hopkins, arrest this man.”

“What?” Smit took a step back at the realization that they suspected him. The movement made all four soldiers flinch, but Ironwood didn’t move other than to subtly adjust his aim. “But I’m innocent!”

“So you say, but I have a pile of bodies and only one suspect right now, so you’ll excuse my caution.” Ironwood clearly wasn’t looking for a debate and Smit had a suspicion that any more movement on his part would be greeted with gunfire. Likely hoping for a peaceful resolution, Ironwood added, “If you are truly innocent, then you can prove it afterwards. Right now, I’ve got a dangerous killer on the loose and will not put my men at any further risk. I will _not_ ask again.”

Smit wanted to argue with the brusque words, but he figured it made sense. _If I’m the killer, he would be a fool not to arrest me. Then again, if I’m innocent – which I am – then obeying his orders would be a good first step in proving it. Maybe then he’ll let me explain myself in full._

“Understood, sir.” _A little respect goes a long way._ Smit fell to his knees with his hands on his head and closed his eyes, doing his best to prove he wasn’t a threat. Even so, he knew there would still be guns aimed at him the entire time, in case he tried anything. Smit made no move to resist as someone – Hopkins, presumably – handcuffed his hands behind him and stood him up.

Smit opened his eyes as he rose, watching as Ironwood put his gun away. The soldiers didn’t fully relax, but at least their weapons were lowered now.

“Alright then, if you’re so innocent, how about you give me a name?” Ironwood asked, still a little stiff but not as threatening now that Smit was in custody.

“Smit Brendis, sir. I’m a first-year student at Beacon. My team leader is Lilly Azura, of Team Laser.” More information than had been asked for, but Smit knew such details would be useful in verifying his identity, which Ironwood would doubtless be doing soon. The mention of Beacon seemed to catch his attention.

“One of Ozpin’s kids, eh?” Ironwood cocked an eyebrow at the information, nodding to another soldier, who quickly began scribbling something in a notebook. “And just what, may I ask, is a first-year student doing in my tower this evening?”

Smit knew this was his best chance to prove his innocence and decided to give his whole story – in a rather hurried fashion. “I was at the dance earlier with my team. Yang – she’s on another team – and I went for a walk and ended up finding an unconscious soldier in the bushes outside. I heard sounds of fighting inside and ran in to help. I was too late to help anyone, though. Your men were already dead when I arrived.”

“What of this girl you mentioned?” Ironwood interrupted. “Where is she?”

“I…I’m not sure,” Smit admitted. Yang would be his best bet at clearing his name. Not only could she verify that they arrived after the attack, but she knew where he was up until that point, providing a solid alibi. “She told me to head in while she called for backup. She also had to call in her locker to get her weapons, since she wasn’t armed.”

“Interesting.” The way Ironwood said that made Smit a little uneasy, as if he had just implicated himself by mistake. “Go on.”

“Like I said, I was too late. Came up here hoping to catch whoever was responsible, but the place was empty.” Smit nodded his head to the console beside him. “This one was on and had a countdown running. I managed to deactivate it before it went off. Then, some creepy person popped up in a chat and said I was in their way and would be dealt with. That’s when your elevator arrived. I thought it might be him, so I got ready to attack, just in case.” Smit could only hope that would help them understand why he looked ready for a fight when they arrived.

“We’ll need some time to verify everything you’ve said. In the meantime, you will be following us back to a holding cell. If your story checks out, we can work on releasing you.” No guarantee how long that would take, but Smit figured it was better than being shot. Ironwood quickly barked out a few orders. “Hopkins, Porter, you’re with me. Simmons, you and Barkley inspect that console and report back to me. I want to know _exactly_ what happened here.”

“Yes, sir!” the four called out in unison. Porter moved to flank Smit as Hopkins took up a post on his other side. The other two quickly made their way to the console, one sitting down as the other knelt behind it to check for tampering. On the screen, the chat window had closed, leaving the countdown window with a reset timer of fifteen minutes and a prompt for the authorization code.

“Oh, I almost forgot,” Smit said, causing Ironwood to stop. “I found the code for that program. Not sure if that will help.”

Without thinking, Smit reached for his pocket, twisting slightly to reach with his bound hands. The moment his hand slipped into his pocket, the console let out three slow beeps as the countdown disappeared. All the programs closed as the screen suddenly brightened, the image of a black chess piece dominating the screen.

Smit had watched too many action movies to not know what was about to happen. “Get down!” Smit shoulder charged Hopkins, knocking him down and landing on top of him.

Just as the room was engulfed in flame.

/- - - - - - - - - -/

“Beginning to feel like I’ve been stood up,” Yang said as she and Lilly headed for the ground floor once more. Lilly’s attempt to reach Smit had yielded nothing and it seemed they were unable to spot him in the dance hall, even after several minutes looking down from the second floor.

“Maybe Honey’s seen him,” Lilly offered, cutting her way through the crowd towards where Honey, Ruby, and Penny were busy talking. “Trust me, there’s no way he would miss this.”

 _And that’s what has me worried._ Smit had been obsessed with cornering Yang for a dance earlier. She was finally free, but he was nowhere to be seen. Paranoia had quickly set in, leading to her checking the aura readouts a few minutes ago. All four of their team showed a solid green, which was a bit of a relief. She didn’t expect it to be anything less than full, but it helped stave off the more ridiculous ideas and proved he was relatively close by, as their aura readers had a limited range. Granted, that range included pretty much all of the city at the moment, but it at least helped her a little.

She’d considered asking Mercury to check the bathroom for them, but figured it was best to start simple by asking her partner. _Why am I even bothering? I already got Yang to agree to the dance. It’s his own dumb fault if he misses it now._ Still, something in the back of her mind made her eager to track him down, if not for Yang’s dance, then at least for her own sanity.

“Hey, sis!” Ruby called, spotting their approach. “This is Penny, the girl I was telling you about before.”

“Salutations!”

“Nice to meet ya,” Yang answered halfheartedly. It seemed she was as confused by Smit’s absence as Lilly was. “Any of you three seen Smit?”

“Nope.”

“Not recently.”

“Who’s Smit?”

Penny’s answer was less than helpful. Ruby did her best to fill Penny in, saying something about Smit being Lilly’s partner and following Yang around. Lilly ignored Penny’s declaration of Smit being a stalker, even if she wanted to join in on that misunderstanding. _I’m foregoing comedy gold, here._

Instead, she focused on Honey. “Any idea where he could’ve gone?”

“No. I haven’t seen him since he danced with me, but that was a while ago.” Lilly’s brow furrowed at the lack of information, catching Honey’s attention. In a hushed voice, Honey asked, “Is everything alright?”

“I think so.” Lilly tried to sound reassuring, but the way Honey’s eyes darted around the room told Lilly she had failed. “It’s just…Yang agreed to dance with him, but now he’s nowhere to be found.”

“You all looking for Smit?”

Yang jumped a bit, but Lilly was too focused to be spooked by her other teammate’s arrival. “Randi, thank goodness. We’re trying to find Smit, but have no idea where he disappeared to. I even sent him a message, but no response.” Considering how much time he spent on his scroll, him simply not seeing the message seemed unlikely. “Any idea where he went?”

“Yeah,” Randi shrugged. “He walked outside a while ago. Guess he needed some fresh air.”

Lilly should have known Randi would notice these sorts of things. As much as they joked about her being omniscient, she really did seem to know far more than most. The wolf girl suddenly perked up as the first beat of a song boomed a little loud, but Lilly went back to the matter at hand.

“I doubt he went far,” Lilly assured them – and herself. “Let’s just poke our heads out and see if we can spot him real quick. If not, I’ll try calling him.”

“I’ll come with you guys,” Yang said, peeling off from her sister to follow them towards the doors. “After all, I want to see what could be so important as to keep _me_ waiting.”

Lilly shivered as the cold night air met them. The pathway led a little further out, then split in a T towards either side of town. Lilly heard some rustling in a nearby bush, but had no interest in interrupting whatever debauchery it concealed. _Even if that’s Smit, I’d rather not stumble upon that. As fun as it would be to watch Yang beat the crap out of him for it, it isn’t worth the potential mental scarring._ Instead, she pushed on, leading the troupe all the way to the intersection and peering to the left, only to find an empty street. The right side held similar results, except for a small lump nearby.

“What’s that?” Honey asked, pointing at the same mysterious object that Lilly had just spied. Randi was already moving and picked up what turned out to be a suit jacket. The color matched Smit’s, but that was hardly a surprise. _Pretty much all the guys are wearing that. Red seemed pretty popular, too, so it could belong to any number of guys._

Or it could be Smit’s. “It’s his!” Randi called out, walking back over to the with the garment. “He left the rental card in the pocket. Has his name and everything.”

“Alright, let’s not freak out,” Lilly tried, even if the situation looked a little odd. A single item of clothing on a deserted street at night had her mind racing with plenty of unhelpful thoughts. _Stupid murder novels and their stupid tropes._ She tried her best to assure herself that he hadn’t been abducted by the mob, or some other ridiculous theory, but it was hard to deny how bad things looked at the moment. “Give me a minute to call him. I’m sure there’s some explanation.”

 _C’mon, pick up, you idiot._ Smit’s obnoxious voicemail message had her hanging up the call in frustration. Just to be safe, she tried again, but with the same results. _He’ll be fine. I’m sure we’ll find him soon, and he’ll just laugh at us for getting so concerned._ Ridiculous or not, Lilly couldn’t help but check the aura readings again, just as a way of settling her concern a little.

The yellow reading under Smit’s photo didn’t help.

“Guys, something’s wrong.” All three girls turned to look at Lilly, obvious concern on each face. “I didn’t reach him, so I checked the aura monitors again. His is in the yellow.”

“W-what does that mean?” Honey gasped.

“It means we need to find Miss Goodwitch,” Lilly replied, stowing her scroll once more as she powerwalked back the way they’d come.

“I don’t think that will be a problem,” Randi said, pointing back towards the dance hall as they rounded the corner.

Miss Goodwitch was at the door, peering out into the night. Her attention suddenly snapped to the left as she whipped out her crop, drawing a sudden yelp as a young couple was lifted into the air by some invisible force. Lilly recognized the guy from Combat Class, but had to assume the girl was an exchange student. Hanging upside-down in front of the stern professor was bad enough, but she clearly wasn’t in the greatest mood and flung her crop to the side. The girl fell to the ground on her back. The guy was less lucky, flying across the walkway and crashing into a tree.

“Ah, there you girls are!” Miss Goodwitch called, striding towards them rather quickly. “I need you four to come with me immediately.” Rather than lead them back to the hall, Miss Goodwitch pushed past them.

“Is this about Smit, ma’am?” Lilly inquired as she jogged to catch up. The answer seemed rather obvious, as she doubted something else was so urgent.

“Yes.” Miss Goodwitch seemed preoccupied with some thought, giving them nothing as a result.

“What happened?” Honey was a little more direct with her questioning.

Goodwitch sighed and came to a halt, turning to face them. Lilly wasn’t sure she had ever seen Miss Goodwitch so upset, other than a few weeks ago with the whole Paladin thing. That this warranted even close to as much concern from the professor was worrying, to say the least.

“Mister Brendis was involved in an…incident this evening.” Goodwitch was very particular about her words, as if she was searching for how best to relay bad news. Before Lilly could ask, Goodwitch hastened to mention, “He is fine, although a little shook up from the episode. Nothing a good night’s sleep won’t fix. He is currently at a small detention facility under the watch of General Ironwood. Headmaster Ozpin has already gone on ahead, but we felt you girls could be of assistance.”

The fact that they had Smit in some type of custody rather than receiving medical attention was concerning enough. That facility being run by Atlas rather than Vale raised even more questions. _Is he in some sort of danger? Maybe they have him there for protection. As for Ironwood, Smit is a citizen of Atlas. Maybe they are overseeing it because of that._ In the end, all of her attempts at quieting her fears were pointless. There was really only one way to find out what was going on.

“Ma’am, if you don’t mind me asking, what exactly is he there for?”

Miss Goodwitch gave up on subtlety as she looked Lilly directly in the eye. “Mister Brendis is being held as a terrorist against both the city of Vale and the Kingdom of Atlas.”


	21. Arresting Developments

Lilly had often dreamed of meeting General Ironwood in person. As Headmaster of Atlas Academy, general in the Atlas military, and holder of not one, but _two_ seats on the Atlesian Council, there were few men on Remnant who held more power and influence. From the numerous documentaries and press conferences Lilly had seen, Ironwood managed to shoulder the enormous responsibilities of his positions while earning the respect of all those around him. She had often fantasized about attending Atlas Academy and meeting the stoic man, but that dream had been squashed by her parents when they sent her to Beacon. Instead, she figured she would one day travel to Atlas, either as a friend of Weiss or on a mission, and encounter the famous general then.

Seeing the man shout at Headmaster Ozpin, who seemed strangely calm given the situation, wasn't the best start.

"You can't just rush in and steal away our prime suspect, Oz!" Ironwood had his back to the door as Miss Goodwitch quietly led them inside the small room. Despite the two men being similar in height, Ironwood seemed to tower over the more relaxed Ozpin, who saw them enter over the general's shoulder but refrained from interrupting the rant. "The CCT was guarded by Atlas soldiers. That means this falls under _my_ jurisdiction."

"Is that so, James?" Ozpin asked casually, sipping from a small, disposable cup with a grimace. Whatever concoction that passed for coffee in Atlas clearly was not up to Ozpin's standards. "I'm not sure the Council would agree, seeing as you have a Beacon student in custody within the city of Vale. They may be willing to put up with your frankly oversized fleet of warships, but I very much doubt they would approve of your actions tonight." The way the corner of Ozpin's lips curved upwards gave the impression that he had already checked.

"And I'm sure they are thrilled with you harboring an officer of the White Fang in that school of yours."

Ozpin's smile died an ugly death. " _Former_ officer." He didn't seem shocked at Ironwood's knowledge of Blake, merely upset at it being brought up.

"So you say," Ironwood growled. "Either way, you're too close to this. Your student was caught at the scene of the crime – alone – and with both the virus and command code on his person. I don't see how you–"

Sensing a prime moment to interrupt, Ozpin suddenly perked up and looked past Ironwood. "Ah, Glynda! Glad you could join us."

At the mention of their arrival, Ironwood froze, back going rigid as he turned with a forced smile. "Glynda, so good to see–" His chipper greeting cut off as his eyes locked onto the quartet of students that had filed in on either side of Miss Goodwitch. Carefully, the general's eyes roved over each of them in turn. Glancing over his shoulder to Ozpin, he asked, "Really, Oz? You brought _more_ of your students here?"

"Actually," Miss Goodwitch coughed, stepping forward to stare up at Ironwood, "it was _my_ idea to bring them along."

Ironwood's head snapped back to the stern blonde, staring at her in disbelief. The only sound Lilly could hear was the muffled bustling of soldiers in other rooms of the facility. Neither Ironwood nor Goodwitch seemed willing to back down, leading to a silent stare down that no one seemed interested in interrupting.

_Well, this is awkward._

Mercifully, Ironwood finally caved, bringing the silence to an end. It was a welcome relief, even if Lilly found the general's eyes locked back on her, being the one closest to Goodwitch at the moment. His furrowed brow only made her feel worse. "And just _what_ made you think bringing them along would be a good idea?"

"I'll thank you to watch your tone, _general_ ," Miss Goodwitch shot back, drawing his attention back to her. "This is Team Laser – Lilly Azura, Honey Viella, and Randi Asmer. As I understand it, you have their missing teammate in custody. Speaking of which, where is Mister Brendis?"

"Smit Brendis is currently being held in interrogation." Ironwood's matter-of-fact answer belied the seriousness of the situation. "I was just about to question the boy when a certain nosey Headmaster showed up."

"How fortuitous!" Ozpin interjected, ridding himself of his half-full cup of sludge. "Since you were already on your way to see Mister Brendis, I'm sure you wouldn't mind if we tagged along."

With Goodwitch stood between him and the exit, and the threat of the Council intervening already looming, Ironwood turned to glare at Ozpin once more. "Fine, you may all follow me. In the interest of transparency," – and proving his point, no doubt – "you may observe as I question the suspect."

While Lilly may have bristled at how Ironwood referred to her teammate, she kept her mouth shut as Ironwood led them deeper into the small building. The last thing she wanted to do was jeopardize their chances at seeing Smit, or of getting the details of what was going on.

Ironwood ushered them into a small room near the end of the hall. The room clearly wasn't intended for a large crowd, so the four girls did their best to cram together to leave room for the three adults. A few filing cabinets lined the far wall, while a large, metal table dominated the longer wall to their right. Most of the wall above the table was taken up by a large window, granting them access to the room next door. Lilly assumed the glass was one-way, as the three figures inside didn't react to their presence at all.

Sitting in the middle of that room, hands cuffed to the table before him and with a guard on either side, was Smit. He stared straight down at the table in front of him, hands clasped together as he fiddled idly with his thumbs. His shoulders were sagged in defeat, and the smirk he normally wore was nowhere to be seen. To Lilly, he looked like a man defeated.

"What's going on?" Lilly demanded as the door closed behind them. "Why is Smit here?"

Even Lilly was shocked by her own outburst, especially since it was directed at General Ironwood of all people, but it had been a long night. Having Miss Goodwitch track them down, shove them into a cab for a ride across town, and then be shepherded through some compound to find Smit locked in a tiny room was bad enough. Not having _any_ details given to them turned out to be the breaking point.

"What I _believe_ Miss Azura was trying to say" Miss Goodwitch amended, shooting Lilly an indignant look, "is that they deserve to know what happened tonight."

"Hmph," Ironwood grunted in response, watching Lilly carefully for a moment before answering, "I guess that is reasonable." Ironwood turned towards the window, staring at Smit as he _finally_ filled them in on what happened. "Approximately one hour ago, we received a call regarding a disturbance at the CCT. Being in the area already," Lilly recalled seeing Ironwood at the dance briefly, "I took a small squad to investigate. Upon our arrival, the guard outside was found unconscious in the bushes near the entrance, indicating that we had an intruder.

"Upon entering the building, we discovered the bodies of several soldiers." Despite how flatly he recalled the events, Ironwood's expression made it clear how displeased he was. Lilly was caught off-guard by the revelation but held back a gasp. "It appeared the culprit was targeting the main console room upstairs, so we made our way to the top and were confronted by the suspect."

"So he happened to be in the wrong place at the wrong time! Sounds pretty circumstantial to me," Lilly countered sharply, rushing to Smit's defense in spite of herself. _What am I doing? This is General Ironwood! Why am I snapping at him like this?_

"So he claimed," Ironwood replied, unfazed by Lilly's tone. "However, when we confronted him, the suspect made to attack us at first, only backing down when faced with a show of force. He also had a drive containing a virus and the authorization code associated with it on his person." Triumphantly, Ironwood waited for anyone to debate the evidence, but the room stayed silent. Twisting the knife further, Ironwood added, "The victims all showed signs of intense burn wounds, consistent with the suspect's Semblance. As I recall, similar injuries were observed on the White Fang bodies at the docks a few months ago."

Lilly winced as the facts slammed into her mind, painting an image that she couldn't immediately discount. _Burn wounds...just like at the docks._ She shuddered at the memory, trying to reassure herself that Smit wouldn't do this. _Even if he wasn't doing better, why would he attack Atlas soldiers? He's only ever had trouble with the White Fang. This might as well be the complete opposite. Something's not right here._

"Is there any surveillance footage of the incident?" Goodwitch asked, head still on straight despite everything going on. "The CCT is practically covered with cameras, after all."

Ironwood let out a tired sigh as he shook his head slowly. "No. Whatever his virus did, it also erased the surveillance data from tonight. On top of that, the console was rigged to blow, killing two more of my men and damaging the CCT. It seems he covered his tracks well."

"Smit wouldn't–"

"The evidence does appear to be quite damning." Ozpin stepped to the side, cutting off both Lilly's words and her view of the general. "However, as I said before, Smit Brendis is a student of Beacon, meaning the law regards him as a citizen of Vale. It would not look good for another nation's military to hold a citizen of Vale, especially one so young."

Ironwood was less than enthused with Ozpin's tactics. "The CCT is international soil," he explained calmly. "My soldiers were killed in the attack. You know as well as I that this could be classified as a terrorist incident, in which case I am fully justified in detaining him until such time as I see fit or the Council demands his release."

"As a member of said Council, I can assure you that is merely a formality at this point."

"You _can't_ keep doing this, Oz!" Ironwood's calm vanished in an instant, taking with it any signs of a formal conversation. Instead, the general looked at Ozpin like an old friend, eyes pleading for him to listen. "You can't just keep sweeping these things under the carpet to protect your students! You already did that once for a certain nightclub, as I recall." Yang inched behind Lilly as Ironwood stared directly at her. _That's odd. I'll have to ask her about that later._ "And don't get me started on that White Fang girl–"

"Former–"

"It doesn't matter!" Ironwood practically roared. "The point is, we can't _afford_ not to be cautious. The risk is too great for us to do nothing. You of all people should know how dangerous this could be. Maybe your kid is innocent, but he could just as easily be–"

"You're right," Ozpin interrupted yet again, stunning Ironwood with his sudden agreement. Lilly wanted to protest the Headmaster ganging up on Smit, but Ozpin wasted no time before continuing. "Our world is a dangerous one. But as those that guard humanity against such evils, I believe a bit of cooperation would be in everyone's best interest."

Ironwood hesitated, staring at Ozpin in the hopes of divining his plan. After a few tense seconds – tense for Ironwood that is, as Ozpin simply smiled in return – he finally asked, "What exactly did you have in mind?"

"Nothing terrible, I assure you." Ozpin's smile was just a little too smug to be innocent. "All I ask is to be allowed to question my student on the events of this evening."

"Well, if that's all, then I suppose you could accompany me into–"

"Alone."

Ozpin's quick addendum suddenly made the offer less appealing to the general. "You think I'll just let you waltz in there so you can tell him exactly what to say? Absolutely not!"

"I wouldn't dream of it." Ozpin chuckled, hand slowly raising before he seemed to realize he was bereft of his usual mug. "I simply feel Mister Brendis will be more willing to talk with someone he is familiar with. You are welcome to stand here and listen to every word. In fact, I insist that you do, so that you can hear every answer he gives." Ironwood seemed to be considering the idea more seriously when Ozpin drove the point home. "Of course, if not, then I suppose I may as well alert the Council to the situation. You know how much they like to stay informed, after all."

Lilly had always considered herself adept at politics, but the combination of needling and strong-arming that Ozpin employed made her glad she chose the life of a Huntress. Ozpin had all but made a demand while sounding like he was conceding to Ironwood on the issue. If Ironwood refused, Ozpin would use his influence with the Council to try to get Smit released anyways. Ensuring the protection of their citizens, both from Grimm and government overreach, would make for quite a few political points among the Council. Of course, the only way to benefit from such a move was to go public with it, thus condemning Ironwood in the process to further their own aspirations.

"Fine," Ironwood relented, unhappy with the result but knowing the alternative could be worse. "You can question him, but I'll be listening the entire time. Also, be aware that everything said in there is being recorded, in case we need to press charges later."

"Of course, general, and thank you." Ozpin bowed slightly in gratitude, even if he knew as well as anyone that it wasn't Ironwood's benevolence that had granted his wish.

"I'll unlock the door remotely. You get ten minutes. That's all, understand?" Ozpin nodded in agreement before slipping out of the room. Ironwood took one of the two seats at the large table, offering the other to Miss Goodwitch, who flatly declined. Lilly thought he looked disappointed at the denial, but Ironwood recovered quickly and pressed a button on a small console in front of him. "Clear the room." Evidently, the button must have activated some sort of speakers in the interrogation room, as the two guards quickly saluted and walked out the door, the second making way for Ozpin as he slipped past and eased the door shut.

Smit perked up at the sudden movement, confused by the departure until he caught sight of a familiar face.

"Headmaster!" Smit shouted, a hint of relief in his voice as he made to stand, but was caught halfway by his cuffed hands.

"I'm glad to see you as well, Mister Brendis, although I must say the circumstances are not ideal. Are you alright?"

"I...I don't understand what's going on. Is Yang okay? What happened to her?"

All eyes in the observation room shot to Yang, who looked as shocked as the rest of them. _Weird. Yang was with me the whole time. Why would he think she was in danger?_

"Calm down, Mister Brendis. Miss Xiao-Long is safe. I saw her just a moment ago and she was in no danger whatsoever." Smit visibly relaxed at the information. Ozpin took a seat opposite him, the metal chair squealing for a moment as he pulled it out. "Now then, the general has told me the basics of what happened tonight, but I was hoping to hear your side of the story."

"Where should I start?"

"Let's just start at the beginning," Ozpin advised, leaning forward to show he was ready to listen to Smit's tale. "I've been told it's a very good place to start."

"Alright then," Smit gulped taking a moment to compose himself. "I left early for the dance so my team could finish getting ready. Went straight to the hall, since I came alone. I hung out with a few friends, then danced with my teammates a bit." The memory of their dance made Lilly smile for a moment before the feeling was stolen away by the situation around her. "After that, Yang asked if we could go outside and talk. We walked around for bit, eventually stopping near the CCT. After a while we decided to head back, but that's when I found one of the soldiers knocked out in the bushes."

"Interesting." Ozpin brought his hand up and cupped his chin thoughtfully. "You said you stayed near the CCT for a while?" Smit nodded. "What exactly were you doing there? And please," Ozpin emphasized, "be specific."

For a second, Smit went quiet, color flooding his cheeks before he could continue. "Well...we, uh, danced for a bit."

"Danced? Was the hall we provided inadequate for such an activity?"

"No, it's not that," Smit answered, waving his hands before him as best he could. "Lilly asked her to dance with me. Guess I must have talked about it too much or something." Smit managed a choked laugh, but it faded as quickly as it appeared. "We cued up some song on her scroll and danced, then walked around the CCT before I got a message from Lilly and said we should head back."

"Very well. As I understand it, you were alone in the tower when the general arrived."

"Yeah, well, when we found the guy in the bushes, Yang said we should call for help," Smit informed Ozpin.

"Finally," Goodwitch groaned in the observation room. "At least _someone_ listened to my lessons."

"She called her locker, since she needed her gauntlets, but we heard fighting inside so I headed in without her. When I got in there, I found the...b-bodies." Smit's eyes fell to the table once more, staring wide-eyed at the metal expanse as he recalled the sight. "They...they were pretty messed up. Someone killed them all. Looked like they had even been burned in some places. Pretty badly, too."

Ozpin waited for a moment as Smit shook off the memory as best he could. "Go on."

"Well, one of the elevators was already upstairs, so I called it down to the lobby. There were another two bodies in there, but I wanted to find out who had killed them and rode it to the top to confront the killer." Smit's fists tightened, but thankfully didn't so much as spark. Lilly dreaded to imagine what would happen if Ironwood thought he was trying to break free. "When I got up there, the place was empty. Whoever it was had already gone.

"One of the consoles was lit up with some kind of countdown. Judging by all the bodies, I figured it wasn't anything good and tried to stop it. It asked for some kind of control code, but I didn't know what to do. Thought I'd just yank the power cord and hope for the best when I found a note on the floor. Figured there was nothing to lose at that point and tried it out, and it worked!"

"I guess we should be thankful the culprit left a note behind." Lilly had trouble believing someone would be so meticulous to assault the CCT yet drop a note with the all-important password on it, but she suspended her doubt as best she could since it would help Smit. "However, Ironwood claims you were prepared to attack him when he arrived. Why is that?"

"I didn't mean to!" Smit insisted. "When I deactivated the thing, the screen popped up with a message from someone. They seemed upset and said I would be dealt with, so when the elevator suddenly came up, I figured they had come back for revenge. When I saw who it was, I surrendered without a fight. I even offered to give them the code and a flash drive I found, but then...then the console came back to life and blew up. I did what I could to save the guy closest to me, but the others...they were too close to the blast." Smit returned to the defeated pose he had been in when Ozpin first arrived. "There was...there was nothing I could do."

"Not all stories have happy endings," Ozpin said as he reached out, placing a single hand atop Smit's own clasped ones. "It seems like we have had to teach this lesson too often as of late. I can only hope to not have to do so again for a long time." Ozpin gently squeezed Smit's hand in reassurance before asking, "Is there anything else you wanted to say before I speak with the general once more?"

"He...he said I was a terrorist...that I killed all those soldiers." Smit stared directly into Ozpin's eyes as he promised, "I didn't do it. I'm innocent. You believe me, right, Headmaster?"

Ozpin stood with a comforting smile and a nod. "It's going to be okay. I will do everything in my power to help, but I have to leave you now." Smit looked like he wanted to debate his departure, but Ozpin silenced him with the wave of his hand. "I cannot promise when you'll be released, but I will see what I can do. For now, just do your best to cooperate and you'll be back at Beacon before you know it."

Smit didn't say anything, his eyes tracking the Headmaster until he left, then lingering on the door for a few moments afterwards. He looked worn down, but there was a spark of hope that hadn't been there a few minutes earlier. If nothing else, Lilly was grateful to the Headmaster for that.

It only took a few seconds before Ozpin returned to the small observation room, taking his time to close the door behind him while Lilly waited anxiously for what would happen next. Smit's story was unlikely to sit well with the general, especially once he found out the one glaring hole in it.

Yang hadn't been with him.

"Tell me you aren't falling for all of that, Oz."

With a curious look, Ozpin turned back to the window, staring at the boy with the fantastical tale. "It seemed to me like he was telling the truth."

"You can't be serious!"

"I'm not saying I fully believe his story," Ozpin amended. "Merely that _he_ believes it. Either way, it doesn't matter."

"Why not?" Ironwood demanded, doing his best to mask his irritation at his old friend.

"Because it doesn't matter whether we believe him, only whether we can prove it one way or the other." Ozpin slowly looked past everyone else in the room. "And in that regard, we have a very simple way to check his story."

All eyes followed Ozpin's gaze to where Yang stood. The blonde fighter was caught off-guard by the sudden attention, checking behind her for anyone else before realizing they were talking about her. _Smit kept mentioning Yang in his story, so she would be the only one who could prove it one way or another. Of course, she wasn't actually there, so this isn't good._

"If you don't mind," Ozpin asked Ironwood politely.

"Why not?" Ironwood rolled his eyes as he stepped to the side, clearly irritated at Ozpin's behavior thus far. "You've practically taken over my investigation as it is."

"Thank you," Ozpin accepted graciously, ignoring the snide comment at the end. "Students, I have a few questions for you all about this evening. Regardless of your feelings for Mister Brendis," Lilly bristled as Ozpin locked eyes with her for a moment. _Him too? Why does everyone keep thinking we're together or something?_ She felt fairly confident Honey and Randi were to blame and vowed to make them pay. "I insist that you answer each of my questions honestly. I know you all wish to help your friend, but the best way you can do that is to cooperate. Understood?"

"Yes, sir," Lilly answered, echoed by the other three girls. Lilly couldn't see how poking holes in Smit's story would help him, but lying wouldn't help much either, especially if Ironwood was able to prove it.

"Excellent. Now, as I understand it, you all saw him at the dance this evening, is that correct?"

"He left before us so we could get dressed," Lilly offered, even if that wasn't his question. _Might as well try to corroborate as much of his story as possible._ "When I arrived, he was with a few of our friends. Later on, he came and danced with Randi, then myself and Honey. Randi also has photos of him at the dance on her scroll."

"Is that so, Miss Asmer?"

"Yes, Headmaster," Randi answered, producing her scroll and extending it to Ozpin. "I took pictures of him dancing with Lilly and Honey. If they could be of help, I'd be happy to let you look over them."

"Thank you, but we can get to that later," Ozpin smiled, gently pushing her hand back. "Now, Miss Azura, did you speak with Miss Xiao-Long regarding a dance with Mister Brendis, as he claims?"

"Absolutely," Lilly replied, adding more credence to the start of Smit's story. _It won't be enough to cancel out Yang's absence, but the longer we can place him at the dance, the less likely it is that he could be responsible for the attack. Not sure why he's claiming Yang was there, but I'd rather they think him a little crazy than a little, well, murdery._ "Smit had been going on about it for weeks, so I asked if she would dance with him as a favor."

"And when did you last see Mister Brendis at the dance?"

Lilly saw the easy opportunity to further bolster Smit's defense and hastened to answer, "I saw him briefly after Yang and I talked. That was maybe...half an hour or so before Miss Goodwitch brought us here." She wanted to add that Randi saw him step outside, but feared Smit's teammate would hurt their chances if she specified that Smit left alone. _No reason to bring that up if we don't have to._

"Thank you, Miss Azura," Ozpin nodded to her before turning to Yang once more. "Now, Miss Xiao-Long, I have a few questions for you as well, and then I think we should be done here." Ironwood grumbled something that Lilly couldn't quite make out, but he allowed Ozpin to continue his questioning unimpeded. "Did you seek out Mister Brendis for a dance as Miss Azura claims you agreed to do?"

"Y-yeah, I did."

"Good. I'd rather not delve into the relationships of my students, but Mister Brendis claims that the two of you spoke at length prior to the attack. Is this also accurate?"

Lilly saw Yang's eyes light up a bit with the same realization as her own. "Definitely." _He didn't ask if Yang went with him to the CCT. Technically, they spoke when Smit first got there, so she isn't lying._ "We talked for several minutes, mostly about these three," Yang added, pointing to Smit's teammates nearby.

"Thank you for your help," Ozpin said, turning once more to Ironwood. "Well, there you have it. It seems Mister Brendis was unlucky enough to stumble upon a crime scene, but did what any Huntsman would do and tried to apprehend the one responsible to prevent further loss of life. Now, if you would be so kind, I would like to escort _all_ of my students back to the dormitories for the night, as it is getting quite late."

Ozpin smugly lorded his victory over Ironwood, but the general was less than thrilled with the request. "I'd like to question this young lady further, actually. She could provide some much needed intelligence on the evening. You have my word I will return her to you school before the night is up."

Lilly recognized the sly grin on Ironwood's face, even if it quickly vanished beneath his calm demeanor once more. _He wants to pick apart Smit's story so he can justify keeping Smit here. Ozpin might have messed up, but I doubt Ironwood would be as clumsy with his questioning. Eventually, Yang will either have to lie or admit she wasn't with Smit._ Either outcome could lead to more trouble, and Lilly doubted that Ironwood would let Smit go once his alibi was demolished.

Lucky for them, Ozpin wasn't keen to leave two of his students behind. "I hardly think you have just cause to arrest _another_ one of my students, James, unless you believe Miss Xiao-Long here is guilty of a crime against Atlas. But as far as I can tell, she never even set foot inside the CCT. Now, will you release my students, or shall I wake the Council to deal with this? I assure you they are even more unpleasant when deprived of sleep." Ozpin wielded the threat of the Council's involvement quite liberally, making Lilly wonder just how much power the reserved Headmaster _actually_ had.

"You want me to just release a suspected terrorist because his _girlfriend_ says he's innocent?"

"No, I want you to release my _student_ due to a lack of evidence against him," Ozpin countered.

"You're just protecting your students again! Surely you can see that."

"Absolutely, and I will continue to protect them as long as I am able," Ozpin opined. "We will keep a close watch on him for now, in case you find any new evidence. In fact, if you like, I can ensure that his upcoming team mission be conducted within the city itself."

"Hm," Ironwood hummed in contemplation, likely aware that he was already losing this battle and Ozpin was making concessions as a show of good faith. "And what if we should find more evidence against him?"

"Then he shall be placed under arrest by the city of Vale, and I will insist you be allowed to assist in the investigation." Ozpin paused for a moment in thought, before continuing, "In fact, I have a particular mission in mind that would have them working directly with the VPD. In the meantime, your techs have the drive Mister Brendis delivered to you. Perhaps the truth lies hidden in there."

While Lilly wasn't thrilled at the idea of her team effectively being excluded from traveling for a mission, if it helped keep Smit out of trouble, she would happily agree. _Really wanted to travel and see an actual Huntsman in action, but there will be other missions. For now, let's just focus on keeping the team together._

"I don't really have a choice in the matter, do I?" Ironwood grunted, pressing the speaker button once more to command Smit's guards. "Bring him." The two soldiers saluted, moving to free Smit from the table and escort him out of the room. "I guess I'll have to trust you on this one, Oz. Don't let that trust be misplaced."

"Thank you, James," Ozpin replied, briefly placing a hand on the general's shoulder. Ironwood nodded once to him and asked that they follow him out, leading the group back into the hall where Smit stood waiting.

Smit's eyes latched onto the four girls the moment they entered the hall, desperately pleading with each of them until he spotted Yang. He seemed to look her over, concern evident as he made sure she was okay before once more checking each of their faces. The way he stared at them, his face a mixture of doubt and relief, made Lilly squirm. Thankfully, the moment was ended by Ironwood stepping forward.

"Ozpin and I have agreed to release you into his care as we investigate this incident further." Ironwood's words made it clear the matter wasn't settled as he removed Smit's restraints and stepped back. "Rest assured that we will be watching closely."

"Then for all of our sakes, I hope you can get to the bottom of this quickly," Ozpin said to Ironwood, carefully pulling Smit behind him to join the others. "If there is any way we can assist, please let me know. I am as interested in finding the _true_ culprit as anyone."

The two traded a few more thinly veiled barbs until Goodwitch finally broke them up, practically hauling Ozpin away with the five students in tow. A Beacon bullhead waited nearby, a large area having been cleared out to allow such landings, although not for the public. If Lilly had to guess, this was some sort of police building that the city allowed Ironwood to use as a command center of sorts. In the end, she was just glad to be out of there.

Ozpin and Goodwitch took seats near the front of the bullhead, allowing the five of them to huddle near the back.

"Are you okay?" Lilly asked, reaching out to touch Smit's arm.

"Y-yeah, I think so," he stammered back. "I just...I don't understand why they think I was behind this. You all believe me, right?"

Smit didn't miss how they all hesitated and slouched deeper into his chair. Lilly wanted so badly to believe him – to cast her doubts aside – but there were just too many questions remaining. Instead, she did her best to console her teammate.

"Let's get back to the room. We can talk a little more freely there," Lilly insisted, using her eyes to point out Ozpin and Goodwitch. She hoped the excuse would reassure him slightly while she tried to think of a way to handle the situation.

The way he stared at the floor, mind several miles away, was not promising.

/- - - - - - - - - -/

Lilly was surprised to find the rest of RWBY, along with the members of JNPR, gathered outside their room when they arrived.

"There they are!" Jaune shouted, sounding oddly relieved at their arrival. Even stranger was the fact he was still wearing a dress. _What does Pyrrha see in him?_

Seven sets of eyes traced down the hall to where they stood before a red blur shot by Lilly and nearly knocked Yang to the ground. Ruby did her best to squeeze the life out of her sister in a desperate hug before stepping back and slapping her across the arm.

"Yaaang!" Ruby whined as the others approached. "What did you do _this_ time?"

"What?" Yang protested. "I didn't do anything!"

"What she means to say is that we saw Miss Goodwitch escort you away from the dance," Ren clarified calmly. "We were worried you all were in some sort of trouble...again."

 _Great. If they saw it, there's a good chance others did as well. Stupid rumor mill probably already has us expelled or something._ Lilly wanted to put the rumors to rest, but wasn't in any hurry to talk about what _actually_ happened out in the open like this. She dreaded to imagine what kind of stories would start floating around if word got out that Smit had been arrested.

"Perhaps this would be better discussed somewhere more private," Pyrrha interceded, easily reading the awkwardness of the situation.

"Yeah," Lilly agreed half-heartedly. "Let's talk in our room."

Yang's team was bound to find out what happened eventually, and Lilly doubted JNPR would be kept out of the loop for long. Their entire team knew Blake was a faunus within days of the docks. Lilly wasn't sure who had spilled the beans on that one, but she suspected a certain pair of sisters were involved. Regardless, she figured it would be best to just lay everything out for both teams at this point. At least, that way, they could make sure their friends had the full story, rather than some secondhand nonsense mixed with rumor.

The three teams crammed into the room as best they could. Despite how nice the cool night air felt in the crowded room, Lilly pulled the window shut and drew the curtains. Call her paranoid, but she wasn't about to take any chances with this one. Turning back around, she realized just how little space there was left and chose to keep her spot near the window, leaning against the top of the small bookshelf beneath it. With Smit sitting on his mattress, she wound up standing beside him. Had it been on purpose, some might have thought it a show of solidarity.

Lilly did her best to fill them all in on what they had been told, but left out the parts concerning Yang. _No need for them to think he's crazy, too._ She explained how Smit had gone outside during the dance and found an unconscious soldier near the CCT. The room was shocked into silence when she mentioned the bodies inside. As she ran through Smit stopping the countdown and chatting with some crazed supervillain, she kept an eye on Smit in case he needed to correct anything. _Looks like he's still pretty out of it. I'll need to see what I can do about that. Maybe a quick workout will help clear his mind._

She finished with Smit getting arrested and Goodwitch fetching them all, bringing them to testify to Ironwood and Ozpin on Smit's behalf to get him released. Once it was clear she had finished, the barrage of questions began.

"Someone attacked the CCT?"

"Who would do such a thing?"

"Why do they think Smit did it?"

"We don't know everything," Lilly admitted with a sigh, quieting the room for a moment. "Smit thought the attacker was coming back and prepared to fight, so Ironwood must have thought he was hostile when he arrived. The burn wounds didn't do us any favors, either. All in all, it was either an elaborate setup or the worst luck ever."

She left out the third possibility – namely, that Smit was guilty. An unbiased observer would probably see that as the most logical conclusion, but Lilly knew better. She knew Smit. _Sure, he did some terrible things at the docks, but he's gotten better. I can't imagine him just slaughtering a bunch of Atlas soldiers like that. Plus, sorry Smit, but you're no computer whiz. No way he made some super complicated virus._ It just didn't add up in her mind.

"So what do we do?"

The quiet question came from none other than Lilly's partner. Honey had claimed a spot on her bed, along with Ruby, and had stayed quiet the entire time. In fact, Lilly hadn't heard her speak since Goodwitch found them. Even now, there was a hint of despair in her voice as she waited for someone to show her the way forward. _If only it was that easy._

"You've done enough," Smit offered, finally snapping out of his vacant stare. His eyes were bloodshot and he looked more worn out than Lilly had ever seen him, but he managed a weak smile as he looked at Honey. "You girls came to my defense, even when I must have sounded crazy. I can't prove anything, but I swear it wasn't me."

Despite his smile, Lilly could still see the pleading look in his eyes as he looked to her, holding out hope that _someone_ would believe him. A strange emptiness overtook Lilly as she stared into those red eyes. Unlike before, the words flowed easily this time.

"Of course it wasn't," Lilly said, sitting down beside Smit with her hand on his arm. "You're an idiot, but none of us think you would do something like _that_ , right guys?"

"Not in a million years," Randi offered, stepping up from behind and giving his shoulder a quick squeeze with her hand.

"Not _our_ Smit," Honey giggled softly.

"Thanks, guys." Smit placed his free hand atop Lilly's, clasping it tightly for a moment before letting go. Lilly took her hand back, with Randi doing the same. "Guess I'm lucky Goodwitch brought you guys in. Especially Yang."

"Eh?"

Yang seemed confused at being called out suddenly, so Smit explained. "Well, you were the only other person there. Not sure they would've let me go without your testimony. By the way, what happened after you called for help?"

"Called for...wait, what are you talking about?"

"At the CCT," Smit continued, a little more confidently. "You told me to go on ahead while you called for backup. Why didn't you come to help?"

"She wasn't with you, Smit," Lilly jumped in. She had hoped to bring that up later during their workout, where no one else would hear, but the Blake was out of the bag. _I swear, Yang's contagious._ "She never left the dance tonight."

"What? No, that's not right." Smit quickly looked back to Yang. "We walked to the CCT together. I even gave you my jacket."

Randi held up the jacket they had discovered earlier. "We found your jacket on the sidewalk outside the hall."

As Smit struggled to find words to say, Yang further denied she was involved. "I tried to find you after I finished up at the door, but you were gone. Lilly helped me search, but Randi said she saw you walk out...alone."

Smit seemed lost in thought, his eyes darting back and forth but not focusing on anything in particular. "No, we...we walked to the CCT. We talked. You danced with me! Some slow song on your scroll. Then we...you kissed me!"

"Whoa, what?"

"Yang!" Ruby shouted, jumping to her feet with a fierce pout. "You said to never put out on a first date!"

"That's not..." Yang shook her head. "Actually, never mind. That's exactly what I meant. No kissing on a first date, Ruby. But trust me, I didn't!" Yang looked back at Smit. "None of that happened. I tried to find you for a dance, like I promised Lilly, but you were nowhere to be found."

"B-but...but you were there!" Smit continued to insist. "We were about to head back when we heard fighting inside. You called your locker and then you...I saw you call for help before I ran inside!"

"I don't really know what to tell you," Yang replied, pulling out her scroll and thumbing through some menu. "My last scroll call was several hours ago when I called home. Also, my locker is still secure in Beacon."

Yang held up her scroll to show her weapon locker status, revealing a location of Beacon. Below that, the most recent use showed as a few weeks ago, when they had done some outdoor training in Miss Goodwitch's class, including calling their lockers to specific coordinates. While they rarely went anywhere unarmed, Goodwitch insisted they practice since there was always a slight chance they would need it someday. _Better safe than sorry, I guess._

"I don't even have any slow songs on my scroll," Yang further insisted. "At least, nothing instrumental. Most of them are faster songs for workouts or when I take Bumblebee for a ride."

"I...I don't get it." Smit slouched once more as he was faced with the obvious error in his story. "I saw you there. It...it was so real. I remember every detail. How can I remember something so clearly if it never happened?"

"It doesn't matter," Lilly contended, hoping to keep her teammate from spiraling. Smit _already_ struggled with doubting himself. The last thing he needed right now was to focus on something like this. "We know Smit. We know he wouldn't do something like this. I, for one, trust him." She looked Smit directly in the eye as she added, "I don't care what anyone else says. You're no monster. You're our teammate."

Smit seemed to relax a little, but Lilly could see there was still something on his mind. "Thanks, Lilly. I..." Smit stood up. "I just need some time to myself." He headed for the door before Lilly could protest. "Don't worry, I won't be gone long. Just gonna go up top and clear my head for a bit."

With that, Smit slipped between Jaune and Pyrrha, disappearing out the door in silence. The room sat quietly for several seconds, no one sure exactly what to say or do at that point. _What happened to him? He was so confident that he was right. Is this another one of his hallucinations, like the warehouse? I thought everything was getting better on that front._

"Is he gonna be okay?" Ruby dispelled the silence with her simple question. Smit said he needed some time to himself, but Lilly didn't feel like that was a great idea. _What he needs is something to distract him, not time to wallow in his own misery._ Resolved to help him out, Lilly began to reach for her jacket.

Only to be cut off by Yang, who was already heading for the door. "I got this," she called, nodding to Randi across the room, who tossed Smit's suit jacket to her mid-stride. With a quick grin, Yang slipped out the door to follow Smit. Lilly felt a little upset that it wasn't _her_ going to help her teammate, but at least someone was.

"We're sure he didn't do it, right?" Blake asked, drawing an immediate rebuke from Lilly.

"What's that supposed to mean?" Lilly demanded, fists tightening as she prepared to defend her friend's honor, by force if necessary. "Of course he didn't!"

"Sorry, it's just..." Blake trailed off for a moment before taking a deep breath and continuing, eyes fixed on the floor. "I had someone very dear to me change. It started out with little things – decisions that I questioned at first, but then eventually began to accept. Little by little, his actions got worse, until I finally realized what was happening. By that point, he was no longer the man I once knew. I just...this is all too familiar to me." Blake looked up to face Lilly, eyes rimmed with moisture. "I'm not saying it's the same with Smit, but I don't want the same thing to happen to you either."

Lilly was taken aback by Blake's concern, never having thought of themselves as particularly close friends. In fact, apart from Sun and her team, Blake wasn't really close with _anyone_. Maybe she just didn't want someone else to go through what she did. It didn't really matter. What mattered was whether Lilly felt she could trust Smit explicitly, even when the evidence was mounted against him.

"C'mon, Blake." Weiss interrupted Lilly's contemplation, raising her voice to call her teammate out. "We may not be Smit's closest friends, but I'm pretty confident he wouldn't just up and murder someone so easily, right Lilly?"

The uncomfortable silence from all three of Smit's teammates wasn't very inspiring.

"Lilly?"

"I don't think he did it. In fact, I know he didn't." Lilly hesitated as she pushed away the grisly images that once haunted her dreams. "But he _has_ killed before."

"What?" Weiss yelled, storming towards where Lilly sat. "You mean to tell me I've been living next to a murderer all this time? When did _this_ happen?"

"It was at the docks," Lilly replied. "You remember how the papers reported all those White Fang deaths?" Weiss nodded along. "It wasn't the explosion...it was him."

"Oh, is that all?" Weiss asked, suddenly less concerned with the killing. "That's understandable. And, no, before anyone suggests otherwise," Weiss glared at Blake, "I say that because they were attacking us, not because of who, or what, they were."

"Casualties are sometimes unavoidable, especially against opponents without aura," Pyrrha admitted. The rest of the room made sounds of agreement, content in the knowledge that Smit's killings were justified.

"It's not _quite_ that simple," Lilly admitted, looking back to Weiss. "He didn't kill them in battle. He killed them afterwards...after they were already beaten." The smiles around the room began to wane. With a heavy sigh, she delivered the final blow. "I watched him burn one of them to death after the fight. It...it wasn't a kind fate."

No one really knew what to say at that point, staring at Lilly in shock.

"He...he's had some issues with the White Fang in the past. Enough so that he kind of lost it at the docks. We had a big fight afterwards and he explained it all to me. I've been helping him ever since." Lilly thought back to their recent workouts. _He's been doing so good lately. I don't think he's even relapsed once the last two weeks. Why is it acting up now? And in such a strange way?_ "I don't know how to explain his claims about Yang, but I know Smit. Regardless of his past, there's no way he would do something like this."

_Would he?_

/- - - - - - - - - -/

The flames were back.

They were subtle this time, just clinging to the edges of his vision, but the fact they were back at all was a bad sign. Recalling some of Lilly's instructions, Smit placed his hands flat against the brick wall in front of him, focusing on the texture of the rigid surface as he breathed deeply. Slowly, the flames were pushed back once more. His head ached as he poured over the events of the night again, even if he knew it was pointless.

 _I remember it so clearly. I danced with my team. Yang asked if we could talk outside. We danced. We kissed. We walked some more. Then I found the body and she told me to head inside._ Every detail was crystal clear in his mind, yet none of them were real according to the others. _How is it not real? How can I be so wrong? What's wrong with me?_

With a frustrated growl, Smit slammed a fist into the wall, instinct flooding his knuckles with aura to keep them from breaking as the brick cracked from the blow, tiny pieces raining down as he pulled back. While his aura protected him, the sheer force of the blow still bled through, making his hand sting a little. The pain was oddly cathartic, but he refrained from throwing any more blows. _Pretty sure Goodwitch would be ticked if I beat up her wall. Then I'd have to sit through Lilly chewing me out._

He still felt a thrill of warmth at the memory of his dance with Yang...and what followed. He could easily recall the soft melody her scroll played as they gently swayed in the night. Even the thought of it all had his mouth running dry again. But it wasn't the false memories of Yang that worried him.

 _If I was wrong about that, what else was I wrong about?_ Did he _really_ find an unconscious soldier outside, or did he place the body there? Those men inside died in ways that he could easily recreate. Could he be certain his mind wasn't covering up for him killing them? What about the explosion? Did he stop it with his code, or did entering the code activate the bomb?

It all sounded ridiculous, but then so did making out with an imaginary Yang. Who's to say what really happened? How could he be sure it _wasn't_ him?

The door to the roof opened slowly, squealing the entire way. He was no longer alone. _I thought I said I needed some privacy._

"Go away, Lilly," he called out, not even bothering to look at his leader. She would be disappointed in him, and that was something he didn't feel like facing right now. "I told you, I'll be down in a minute."

"Actually, it's just me."

Yang's hushed words had Smit whirling towards the door. Yang stood there, wearing his jacket once more and looking just like she had at the CCT. She looked genuinely concerned but managed a weak smile for him.

"You okay?"

"I...I don't know," Smit admitted honestly. With a huff, he plopped himself down on the edge of the roof, letting his feet dangle. "I mean, what if someone told you that everything you knew was wrong? That you couldn't even trust your own eyes? Shoot, for all I know, you're not even really here right now."

"Yikes. That would be rough," Yang agreed, sitting down a few feet away.

"Tell me about it. If I can imagine an entire date with you, how can I be certain of what happened afterwards?" _How can I be sure I didn't kill those men?_ "If I don't know what's real, how do I tell what isn't?"

"Is that what this is all about?" Yang asked. "Look, I'm flattered that you _literally_ dream of dating me and all, but there's no way you're responsible for what happened tonight."

"How can you be sure?" Smit wondered aloud. "How can you be sure I didn't kill all those soldiers tonight?"

"I guess I can't," Yang shrugged.

"You're not exactly great at cheering people up, you know that?"

"Let me finish," Yang said, shoving him lightly lest she knock him off his perch. "I can't be sure, but I know what I believe."

"What's that supposed to mean?"

"Lilly didn't just ask me to dance with you tonight," Yang started, gazing off at the distant lights of the city. "I told her I owed her a favor, and she didn't even hesitate. She asked that I give you a chance. Crazy girl had an opportunity to ask anything, and all she wanted was something that would make _you_ happy."

"But what does that–"

Yang didn't let him interject. "Ruby came and found me after that. She kept going on and on about you dancing with Honey. Said it was the sweetest thing she'd ever seen. Sounded like Honey couldn't stop talking to her about it. Then, of course, there's your partner. You know, Randi must've had at least a dozen guys ask her to dance tonight, but she only danced with one. You.

"Lilly claimed she wanted you to be happy, but it was more than that. She said you deserved something _special_." Yang's feet swung back and forth, taking turns tapping the brickwork below her. With a quiet laugh, Yang added, "You should've heard Lilly taking on Ironwood tonight. Never knew she had it in her. Your team cares about you a lot, and I don't think that's something to be taken lightly." Looking to Smit once more, she finished, " _You_ may not believe in yourself, but your team sure does. They see something in you that even you don't. I guess in a way, that's good enough for me."

As Yang rose from beside him, Smit wasn't sure what to think. _Lilly really did all that for me? But why?_ Sure, they had become close lately, but this felt like more. _Asking Yang to dance with me is nice and all, but standing up to General Ironwood for me, even after how crazy I sounded? I've heard her talk about him. She practically idolizes that man._

As Smit rose and made to follow Yang back inside, he was surprised to see her standing only a few feet away, offering her hand to him. "You know, the offer of a dance still stands."

"Really?"

"Hey, I made a promise to Lilly, and Yang Xiao-Long never goes back on a promise." With a sly grin, Yang joked, "Won't be any kissing this time, though. Only in your wildest dreams, apparently."

Smit couldn't believe it. The very thing he'd been dreaming of for weeks was finally right in front of him. Sure, it wasn't exactly as he'd imagined, but seeing her standing there, wearing his jacket with such a dazzling smile on her face, this seemed even better. All he had to do was take her hand.

Yang seemed more amused than surprised when he hesitated.

"Thought so," Yang chuckled as she withdrew her proffered hand. "Lilly's right. You deserve something special. Maybe that meant me, once upon a time, but I don't think that's the case anymore. Glad to see you finally realized it, too." She calmly took off his jacket and handed it back to him, then turned for the door.

As Smit stared down at the jacket in his hands, his mind was flooded with memories of the last few weeks. Laughing during workouts. Sharing stories over dinner. Trying to embarrass each other in their room. Sure, he had still talked about Yang a lot, but most of his time was spent with Lilly lately. Maybe, in some strange way, his heart had already moved on long before the rest of him realized it.

Almost as if on cue, his scroll buzzed with a photo from Randi. In it, he was smiling down at an otherworldly figure in his arms. The ethereal glow of his dance partner made her seem out of place among such mere mortals, yet it radiated around him as well, elevating him closer to her level. The smile on her face was one he had come to know quite well, only appearing when he coaxed it into the open. Lately, it had become a more common sight.

Smit had to assume Randi was somehow listening in on them, given the timing of her message. Titling it "The Lord and His Lady" was a clever jab at their antics afterwards, but Smit couldn't find it in himself to be mad at his partner at the moment.

So lost in his thoughts was he, that Smit didn't even hear the squeal of the door as Yang pulled it open once more. Before she slipped away, Yang paused, peering over her shoulder at him. "For what's it worth, I hope it works out for you two." With those final words, Yang disappeared back down the stairs, leaving Smit behind with his jacket and the memories of a dance.

A real one, this time.


	22. Detective Lilly

Breakfast the next morning was abnormally loud, with more students than usual choosing to grab a bite rather than sleep in. A plethora of first-year teams were scattered around the cafeteria, chatting excitedly despite how early it was. The whole scene seemed unusually raucous for a morning with no classes. Then again, it was an unusual day at Beacon.

“Finally,” Lilly managed through a mouthful of toast. “It’s about time we get to go on an actual mission. I wonder what they’ll have us do.”

Downing the last of her orange juice, Randi answered, “Well, we know it’s something in the city, so I’d wager it isn’t Grimm related. Not sure what kind of Huntsman work the city has.”

“Hope it’s something exciting,” Honey offered. “I mean, they wouldn’t waste us on some mundane task, would they?”

“No clue,” Lilly shrugged. “We have to meet with Ozpin and Goodwitch after the assembly this morning. I’m sure they’ll fill us in. Personally, I’m hoping we get to raid a gang headquarters or something. What do you think, Smit?”

“Huh? What?” Smit jerked his head at the mention of his name, nearly tossing his bowl of oatmeal in the process. _He’s been really distracted with something since last night. Being framed for murder can’t be easy, but we need him to get past it. Maybe the mission will do him good. Distraction, if nothing else._ “Sorry, guys,” Smit muttered from across the table. “Must have spaced out for a moment. What were we talking about?”

Lilly sighed as she filled Smit in. “The mission. We were trying to figure out what we would be assigned today.”

“I dunno,” Smit replied unhelpfully. “Maybe dealing with Grimm around some nearby village?”

Lilly pinched the bridge of her nose in frustration. “For the third – sorry, _fourth_ – time this morning, Ozpin already told us it would be something within the city. Have you not been listening to me?”

“Oh, sorry,” Smit apologized. “I…just a little distracted, I guess.”

 _Understatement of the century._ When Yang had come back alone last night, Lilly nearly charged out to find Smit herself, only stopping when Yang blocked the door and assured her she had talked to him. According to Yang, Smit was okay but needed some time alone to think. She told them Smit was on the roof and would be back soon, then left for her own room. Lilly didn’t like the idea of leaving him alone but decided to trust Yang and waited for Smit’s return.

Whatever was on his mind must have been pretty serious, as it took almost an hour before Smit had quietly slipped back into the room. He didn’t say anything at the time, taking one look at Lilly and then slipping into bed, facing away from her. It wasn’t hard to tell he wasn’t in the mood to talk, so Lilly let it be.

“Anyways, after the assembly, we need to find Goodwitch.” Lilly repeated for Smit’s sake.

“You four in trouble _again_?”

“You’re one to talk,” Lilly quipped back at Yang as Team RWBY claimed the seats beside them. Ruby had a large backpack with her, which she quickly stowed under the table. “Pretty sure you guys have spent more time in detention than out of it.”

“Eh, Goodwitch just loves spending time with us,” Yang smugly proclaimed, taking a large bite out of a sausage biscuit. “Wuh er you talkin’ but?”

“Yang, for once in your life, act civilized,” Weiss demanded, prompting Yang to stick out her tongue, displaying a half-chewed mess for all to see. Weiss knew better than to take the bait and ignored the childish display.

Yang swallowed before asking again, “So, what were you guys talking about?”

“We were just discussing the upcoming missions,” Randi answered. “Any idea what you guys will try to get?”

Unlike their team, the rest of the students were allowed to choose from a variety of missions, each with an experienced Huntsman volunteered to accompany them. The missions could range from protection to clearing Grimm in a variety of locations, mostly across the continent of Sanus. Not only did this give the students valuable field experience, but the surge in missions being undertaken helped relieve the burden on the existing Huntsmen significantly, especially as the harvest season arrived and the weather began to cool.

With much of the farmland in Vale well beyond the city walls, Huntsmen were in high demand to guard those gathering the crops. The sudden shortage of Huntsmen meant non-farming villages were left unprotected. Some would abandon their town to work at a larger farming community and ensure their safety, but not everyone could uproot so easily. Then, when the weather turned colder, the real problems would begin.

Winters in Vale weren’t overly harsh, but the occasional snowstorm could hinder travel, making it difficult for Huntsmen to respond to emergencies. It also meant people tended to stay inside more, forcing people to cluster together for longer periods of time. If this persisted for very long, tempers would naturally begin to flare, creating a hotbed of negativity for the Grimm to draw in on. Between the target this created and the cold, Huntsmen in the area would stay within the village to guard the civilians and boost morale, leaving the Grimm to spread freely.

In order to lessen the threat, any Huntsmen not involved in protecting the farming communities tended to focus on clearing Grimm before the first snow. That meant a lot of Search and Destroy type missions, some of which would be suitable for students. The sudden increase in Grimm hunting would push the horde back from the various villages, which would serve well in the colder months. It was all an endless cycle of holding back the tide of death that constantly sought to swallow humanity whole.

Lilly had hoped to get some sort of escort mission, despite the annoying stigma those had in video games. She imagined guarding a team of archeologists exploring some amazing discovery, letting Lilly see their findings first-hand. Ancient ruins. Lost artifacts. Fossils. The possibilities were truly endless. It certainly held more appeal than just fighting a bunch of Grimm, which they could literally do any day by just walking out into the forest.

Lilly wasn’t surprised that such escaped Yang. “Search and Destroy!” Yang cheered. “The four of us are gonna go exterminate some baddies. When we’re done, there won’t be any Grimm left for miles.”

Lilly knew better than to try to argue with Yang’s logic, or lack thereof. “Any particular area? Different regions can have different Grimm species, after all. Plus, you get to see another corner of Sanus in the process.”

This time, it was Ruby who answered, looking around for a moment to see if anyone was listening. Despite the proximity of several students, Ruby must have decided the coast was clear. “We’re going…to the Southeast.”

The way Ruby watched them indicated such information should have garnered a reaction, but Lilly couldn’t imagine why. _Not a whole lot out there. Maybe a few small villages, but most of the larger settlements are either close to the city or along the coast, since travel by boat was prominent before the invention of bullheads._ The meaning of Ruby’s ominous statement was lost on Lilly.

Randi, however, caught on quickly. “The Southeast? You all aren’t going after Torchwick _again_ , are you?”

“Keep it down!” Ruby demanded, even though her attempt at whispering was far louder than Randi’s quiet question.

“Seriously? Are you insane?” Lilly recalled Randi mentioning Torchwick and the White Fang having a base in the Southeast somewhere, and that they were moving a large amount of troops and supplies there. All in all, wherever they had moved to would be a veritable fortress manned by a small army armed with the latest military tech, including an untold number of Paladins. Fighting one of those behemoths was bad enough. She dreaded to imagine what it would be like facing down dozens of the mechanical monsters, especially with Torchwick lurking around. “He’s already beaten you twice now, and that was with our help. What makes you think the four of you can take him on when he’s basically got an entire army to throw at you?”

“We’ll have the element of surprise,” Yang said.

“Didn’t Blake literally have a knife to Torchwick’s throat at the docks?” Lilly asked, looking to the cat faunus in question. The way Blake’s bow flattened as she avoided eye contact was answer enough. “Correct me if I’m wrong, but that fight didn’t go so well.”

“I was…distracted,” Blake admitted, finally returning Lilly’s gaze. “I couldn’t understand why the White Fang would be working with someone like Torchwick. I thought…maybe if I could convince them to abandon him, we could cut off his support.” A rather idealistic plan from what was supposed to be the more grounded member of the team. “I won’t be making _that_ sort of mistake again.”

“Plus, they’ll have an actual Huntsman with them this time,” Honey offered, earning a quick glare from Lilly. _Don’t help them! The last thing they need is encouragement._ “Torchwick’s strong, but I doubt he can hold out against someone like that.”

Lilly could only hope whoever they were assigned to would either be strong enough to take Torchwick down or smart enough to pull them back. Of course, that was assuming they found anything at all. _All they heard was a general direction. Torchwick could be just about anywhere. Doubt he’d set up too close to a populated area. Wouldn’t do to have some village find him and alert Vale. Probably got some hidden encampment deep in the forest, where no one would bother looking. There’d be no reason for a mission that far out._

In the end, there wasn’t much Lilly could do. She couldn’t steal the mission from under RWBY, considering theirs was already chosen for them. Convincing another team to do so would require telling them why, which would just be more trouble. Plus, on the off chance that RWBY was right, it would be best to send in someone who knew what they were getting themselves into, even if the thought of letting Blake anywhere near the terrorist group made her cringe. _Not happy about it, but the alternatives are just as bad. Maybe I can find out who their Huntsman is and warn him to keep a close watch on these four._

“Just promise me you’ll be careful,” Lilly requested, directing her attention to the only sane member of the team.

Weiss nodded in response. “I won’t let anything happen to them.” Weiss looked over her team. “They may be idiots, but they’re _my_ idiots.”

“Aw, you guys really _do_ care,” Yang swooned. “But don’t worry, Lilly. We’ll be back. Got a Tournament to win, after all.”

“What about you guys?” Ruby asked before Yang could start a fight. “Any idea about your mission?”

Lilly had filled them in on what Ozpin had told them after the dance, including that they would be staying in the city. “Nothing yet. We have to meet after the assembly to find out specifics.”

“Kinda stinks, being stuck in the city,” Yang commented, oblivious to the way Smit winced at her accidental swipe at him. They were only stuck in the city because of Ozpin’s deal with Ironwood – the deal that got Smit released. In a way, he was to blame for their situation.

Lilly noticed Smit’s reaction and made sure to head off that train of thought. “At least we get to come back here each night. Have fun sleeping on the ground.”

As Yang began to talk at length about the wonders of camping, Lilly’s attention was caught by the approach of another group of students, specifically the bright green hair on the girl closest to them. She vaguely remembered seeing the girl at the start of the dance, but it was the boy beside her that clued her in to who they were.

Mercury Black. Smit’s new friend and, more importantly, the only guy, other than Smit, that she had danced with. Dancing with Smit was fun, but it was more of a friend thing, seeing as he did the same for their other two teammates. Mercury, on the other hand, had no such connection. He hadn’t danced with Randi and Honey. Only her. This was the first guy to ever show any real interest in her whatsoever, and he wasn’t exactly lacking in the looks department. Their dance was short, but there was still a certain thrill to it. Even now, as Mercury noticed her, the hint of a smile that appeared on his face made her blush a little. Maybe he only danced with her because he knew Smit, but there was always a chance it was more than that.

The seat beside her was empty, and she halfway considered inviting him to take it. _I’m just…thanking him for the dance last night, that’s all._ It would just be coincidence that such would focus his attention on their time together. Ordinarily, she’d have been too intimidated by Mercury’s leader, who strode elegantly behind him, but Smit had mentioned before that they weren’t together. In fact, much of Smit’s ramblings were suddenly proving useful, such as the fact that Mercury was single.

She was still a little too shy to just ask Mercury’s team to sit with them, but Ruby was far less bashful. “Hey Emerald!” the red-hooded girl called, waving from her seat.

“Morning Ruby!” Emerald called back. “Mind if we sit here? Got some time to kill before the assembly.”

Lilly hadn’t realized that Ruby knew Mercury’s partner, but she didn’t really keep track of such things. _For once, Ruby actually proves useful to me. Pretty sad that she’s the outgoing one here, but I’ll take it._ Lilly may have been too nervous to invite them to sit, but Ruby’s intervention had solved that. Now all she had to do was hope Mercury chose the seat beside her. The way Mercury was peeling off to circle around was very promising. _What a gentleman, letting his teammates have the closer seats._ With Ruby’s team at the end of the table, the only option left was either beside her or–

“Hey, Merc!” Smit suddenly perked up, stopping Mercury in his tracks. “Haven’t seen you much lately. Got a seat next to me.”

Mercury hesitated for a moment, but then shrugged and sat down next to Smit, much to Lilly’s dismay. _Really, Smit? You get to talk to him all the time._ She wasn’t saying she was interested, but it couldn’t hurt to explore the option, could it? After all, what if–

“Pffffft!”

“Yaaaang!” Ruby shrieked, now dripping with the juice Yang had sprayed all over her. Rather than be embarrassed, the older sister was biting her lip, fighting back laughter as Ruby continued whining. Instead of focusing on the energetic ball of fury she had just coated in spittle, Yang kept stealing glances down towards the new arrivals, occasionally making eye contact with Lilly as she struggled to contain her laughter at some joke only she was privy to.

“Sorry about that,” Weiss said, moving to help wipe the liquid off her partner as she spoke. “Yang’s manners leave much to be desired.”

“Think nothing of it,” Cinder hummed as she walked around to claim the open spot beside Lilly. “I understand how embarrassing teammates can be.”

“So Merc, where you been lately?” Smit inquired of his friend. “I thought we were gonna hang out a couple days ago.”

“Yeah, sorry about that, man,” Mercury shrugged as he apologized. “Me and Em had to take care of something and we lost track of time.”

“Really? What were you up to?”

“A surprise for me, actually,” Cinder cut in. “We met up with a few acquaintances afterwards and stayed a little longer than planned.”

“Oh, was it your birthday?” Honey asked, coincidentally reminding Lilly that her partner’s own birthday was only a few weeks away. _Gotta make sure we do something special for her._

Cinder chuckled lightly. “Not quite. It was more of a spur of the moment thing. Unfortunately, they forgot how much I _hate_ surprises.” Mercury and Emerald both winced at Cinder’s comment, making Lilly wonder how badly the party must have gone. Cinder looked to Smit with a smile. “I much prefer when things go according to plan.”

An uneasy feeling welled up inside of Lilly as the intimidating woman beside her spoke to Smit. Her teammate had once claimed that Cinder had flirted with him, but Lilly figured it was just Smit making crap up. Now, seeing the pleased look on Cinder’s face as she eyed Smit made her consider he might have been telling the truth on this one.

“You all ready for your mission?” Lilly piped up in a choked voice.

Her sudden question drew Cinder’s attention away from Smit. “Actually, we had our mission before we came to Beacon.”

“You already did yours?”

“The other academies allow their students to take early missions on Festival years,” Cinder casually explained. “Most take advantage of it, but there are always some that choose to wait. I imagine there wouldn’t be enough assignments to go around if everyone waited until they arrived here.”

It made sense to Lilly. Missions were based on requests from surrounding areas, meaning Beacon had little control over how many were available. There was a chance they would have more teams than missions with all four schools present for the Festival. On top of that, the other three Kingdoms would have no students to help with their own surge of requests, so it made more sense to hold some early to spread everyone out better.

“What was your mission like?” Honey questioned, as eager for details as everyone else at the table. None of them knew exactly what to expect, so hearing another first-year team’s experience might give them a feel for what was to come. “Was it exciting?”

“We were trying to locate a woman. It took a few days of asking around the local villages, but we eventually caught up to her. Everything went well until we were attacked.” Honey gasped as Cinder continued. “It was a tough fight, but nothing we weren’t prepared for. The woman was hurt pretty badly during the fight, but I’m told she is receiving the best care available.” Cinder smiled widely as she added, “I’m hoping we can see her again soon. Maybe after the Tournament has finished.”

“Aw, that’s sweet of you!” Honey gushed.  
  


“It’s the least we can do,” Cinder answered. “Well, I’m afraid we must be going. The assembly should be starting soon. Have fun on your missions.”

With that, Cinder and her team rose as one and left. Lilly glanced at her scroll, quickly realizing exactly how close the assembly was.

“We’d better get going, too,” she said as she reached for her tray, only to be shocked as Smit grabbed it for her. With a quick nod, Smit headed for the return window with Randi, who had scooped up Honey’s tray as well. “Oh, thanks Smit.”

This time, Yang’s laughter didn’t include a geyser.

“You all better hurry if you’re gonna get changed in time,” Lilly added, looking at the four members of Team RWBY, each in their combat attire.

“Change? Why would we–” Weiss suddenly cut off as she realized Lilly and her team were all in their school uniforms. “Ruby,” she growled, turning to her leader. “Did the message say anything about what we were supposed to wear?”

“I dunno,” Ruby shrugged, piling her tray high with all the napkins she used to wipe off her impromptu juice shower. “I just read the part that said when we needed to show up.”

“So, just to be clear, we are going to be the only team not in uniform?”

“Nuh-uh!” Ruby pointed to a group of guys walking out of the cafeteria. “They’re not in uniform, either!”

“They’re from Shade!” Weiss retorted. “That practically _is_ their uniform.”

“Maybe we can stand in Shade’s section,” Ruby unhelpfully offered, earning a scowl from Weiss. As Weiss began to lecture Ruby on the importance of reading comprehension, Smit and Randi returned, providing them with an opportune moment to slip away from the commotion and head out.

/- - - - - - - - - -/

The assembly had been rather short, with Ozpin giving a brief speech about the history of the Vytal Festival and the importance of cooperation between Kingdoms. It was all stuff they knew from Oobleck’s class, but Ozpin clearly wanted to have them focus on such key concepts before heading out on their missions. _Maybe his goal was to_ _remind the exchange students that helping Vale through their missions was well within the spirit of the Festival._ Then again, it was just as likely that Ozpin hoped to encourage them to branch out and meet their fellow students, though having each school separated into their own sections seemed counterproductive to that goal.

In the end, Lilly just assumed Ozpin had a good reason and left it at that. After basically saving Smit from whatever prison Ironwood could put together, Lilly decided he deserved the benefit of the doubt.

It had also been humorous to see that RWBY weren’t the only ones out of uniform. JNPR were also wearing their combat outfits, which lessened the awkwardness a little. It was quickly revealed that Jaune, much like Ruby, hadn’t bothered to read the whole message. _I’m surrounded by idiots. Why on Remnant were two dunderheads like them made team leaders? More importantly, what does that say about me, being picked alongside them for the position?_ The thought that Ozpin saw Jaune, Ruby, and her as equal was galling, to say the least.

Lilly and her team waited patiently in Ozpin’s office, along with Miss Goodwitch. The Headmaster had told them he would be up momentarily before darting over to where RWBY were reviewing missions. It wasn’t too surprising to see that team get some sort of special treatment again, but it left the five of them with nothing to do but wait. Twenty minutes had already passed, and still no sign of Ozpin.

“What is taking so long?” Miss Goodwitch wondered aloud with a hint of frustration, accurately summarizing what was on Lilly’s mind.

“Ma’am, while we’re waiting,” Lilly started, hoping to break the silence, “can you tell us anything about the mission we are being assigned?”

Goodwitch spared one more glance for the elevator, hoping Ozpin would appear, but gave in with a sigh. “Unfortunately, there isn’t much I can tell you, as I only have a few details.” Goodwitch pulled up some information on her screen as she spoke. “As you know, you will be conducting your mission within the city of Vale itself. From what I understand, you will be working with our police force rather than a specific Huntsman. You are welcome to return to Beacon to sleep, eat, and resupply as needed. Beyond that, I cannot say.”

It wasn’t much to go off of, but Lilly was grateful for her help. _Working with the police is a little disappointing. I was really looking forward to seeing an actual Huntsman in action. Then again, that means we don’t have to worry about just being observers, since we’ll have to do all the work ourselves._

The Huntsman chaperones were meant to let them do the work and only step in as needed, but that was more a suggestion than a requirement. Lilly had heard of some basically deciding their students weren’t up to the task and doing the mission themselves, instructing them to take notes or some other foolish excuse.

No Huntsman also meant they weren’t expecting too much trouble on this mission. Sure, the remaining Beacon faculty could respond rather quickly if something went wrong, but the setup gave the impression that this was something they should be able to handle solo. With it being a police assignment, that meant no Grimm or rogue Huntsmen either, not that Lilly expected either within Vale other than Torchwick, who was likely in some hidden base in the Southeast, according to RWBY.

A few more uncomfortable minutes passed before the elevator finally announced its ascent, opening to reveal the Headmaster, signature mug in hand.

“My apologies, students, but the staff room was out of coffee and it took time to brew another pot.”

Goodwitch muttered something rather unkind under her breath as the Headmaster slowly made his way to his desk, taking his time to adjust his seat just right and slowly sip from his steaming mug. With a satisfied exhale, he finally began.

“Thank you all for coming. As you know, I have a special mission in mind for you all within the city of Vale. I believe you will be uniquely qualified to assist in the matter. You specifically, Miss Azura.”

“Me?” Lilly asked, pointing to herself.

“Allow me to explain. We received a report yesterday that the owner of a bookstore here in town had been found dead in his shop after locals reported that the store hadn’t opened as expected and an officer conducted a wellness visit. It is my hope that you can use your Semblance to track down and apprehend the murderer.”

The task seemed pretty straightforward. Whoever the murderer was might have handled something within the store, meaning Lilly should be able to use it to connect with the murderer and figure out where they were, much like she had done with Blake last semester. Odds were that the killer would be easy enough to deal with once they found him, but with all the recent arrivals for the Festival, finding the culprit could take time, meaning Lilly’s assistance would be very beneficial. Honestly, the whole thing seemed like overkill.

“Sir, with all due respect, while I agree I might be able to help the investigation, this doesn’t strike me as the type of thing that would need Huntsmen support.”

Ozpin nodded in agreement. “Typically, I would have rejected such a request as a waste of resources, but this is of particular concern to the city and comes directly from the Council.” Ozpin took a moment to let that sink in, enjoying another sip of coffee in the process. “We had received intelligence that a member of the White Fang was planning to defect. Talk had quieted down after their relative success at the docks, but it seems a certain recruitment drive raid and defeat of a powerful ally may have worried a few members.” Obviously, Ozpin was referring to the night Randi, Blake, and Sun had stumbled into that rally. Seeing spies within their midst and Torchwick being beaten, even with a brand new Paladin, must have shaken the faith of a few. “It is our belief that this store owner was that defector, and that the White Fang silenced him before he could give any information away. His chest bore a tattoo of the old White Fang symbol, from when they were less violent, leading us to believe he not only was a longtime member, but that he may have obtained some prominence along the way.”

 _That would do it._ With all the recent White Fang activity, the Council would have killed for a turncoat like that. If he had been in for a long time, there was a good chance he had a lot of useful info, such as base locations, hierarchy, and plans. Unfortunately, it seemed the White Fang recognized that as well and were able to stop him.

It also meant that the killer was likely White Fang. Tracking him down might very well lead to one of the bases within the city, which would be a huge bust, but also meant a significant amount of resistance. The kind of resistance a heavily armed, aura enhanced team would be very useful for. With Lilly’s ability to track the killer and her team’s experience against the White Fang, they were pretty much perfect for the job.

Too perfect.

“You already planned on asking us, didn’t you?” Lilly asked.

“Why, whatever do you mean, Miss Azura?” The grin on Ozpin’s face showed she was on the right track.

“Last night, you told Ironwood you would assign us a mission in Vale so you could keep an eye on Smit,” Lilly proudly pointed out. “That wasn’t a compromise. You were already going to assign it to us. Not because of Smit…because of me. Because of my Semblance.”

Ozpin looked like the cat who swallowed the canary. “I assure you I have no idea what you’re talking about.”

Lilly looked over to Smit to see him suddenly sitting a little taller, proving the usefulness of her exclamation. Instead of them receiving it because of last night, this mission was due to Lilly’s Semblance. It wasn’t punishment, just utilization of Lilly’s ability. Even if he wouldn’t admit it, Smit had been beating himself up over their assignment all morning, but now they knew the truth. He looked a little more at ease with that knowledge.

“I have requested that the crime scene unit not touch anything until you arrive, explaining that doing so would limit your ability to help without going into too much detail.” Lilly appreciated the Headmaster’s effort to maintain her privacy. “Once you are ready, you are to report to Captain Redcliffe at police headquarters, where you will be issued your junior detective badges to grant you full access to the investigation. If, at any time, you feel you need additional support, your point of contact will be Miss Goodwitch.”

Goodwitch nodded to the Headmaster as she stepped forward. “If you encounter Torchwick or a Paladin, I expect you to contact me immediately. We do _not_ want a repeat of last time.” Goodwitch glared directly at Randi, who coughed nervously and looked away. “Otherwise, it is up to you to coordinate efforts with the police forces available. Captain Redcliffe is to be filled in on any progress and has final say in all matters, is that understood?”

“Yes, ma’am.”

“Remember, the men and women you will be working with are not Huntsmen. Should you encounter resistance, their safety is of utmost importance. Ensuring that each of them can return to their family safely tonight is your primary goal. Catching the killers comes second.” Miss Goodwitch took a moment to stare at each of them, ensuring they understood her point. “Before you leave, are there any questions?”

A brief silence fell over the room as Miss Goodwitch waited, nodding in approval when no one spoke up. The four made their way to the elevator, but Lilly stopped short, turning back to speak.

“Ma’am, I don’t have a question. More of a statement, really.”

“Alright, what is it?”

“It’s about Team Ruby, ma’am.” Lilly clenched her jaw for a moment before committing herself to the task at hand. “I’m worried they are going after Torchwick. They said they wanted to get a mission in the Southeast so they can look around for him and the White Fang.”

Despite Smit’s coughing accusation of her being a narc, Lilly felt it had to be said. _Those four are charging into trouble again. I don’t want them getting hurt…or worse. If that means I have to get them in trouble, so be it._ Lilly braced for the inevitable explosion from Mount Goodwitch.

Instead, she was shocked to see the calm smile on the stern woman’s face. “I had a feeling they would try something like that. Unfortunately, it seems all missions in that area were recently designated as being too dangerous for first-year teams.” The smug look on her face indicated exactly who was responsible for the new designations, effectively banning RWBY from the entire area. “Thank you for bringing it to my attention, but the issue has already been handled.”

Lilly breathed a sigh of relief, glad that her friends would be kept safe from themselves. Even better, she couldn’t be blamed, as Goodwitch had preempted their efforts. _Should’ve known she would see something like this coming. No matter what anyone says, she takes student safety seriously, whether or not we always appreciate it._ In a world crawling with monsters and terrorists, such was a necessity.

“That may not be entirely true, Glynda,” Ozpin said. “In fact, if I’m not mistaken, Team Ruby will be assisting Doctor Oobleck as he conducts research at Mountain Glenn.”

“Mountain Glenn? That mission was set to lock out any first-year teams! How did they–” Goodwitch whirled on the Headmaster, forehead creased with a fierce scowl. “Ozpin, what did you do?”

“Why, whatever do you mean?”

“Don’t start with me! I personally set the requirements for that region, meaning the only ones that could have overridden the restrictions are the two of us,” Goodwitch fumed, fists balled as she stared down the Headmaster, who calmly sipped from his mug. She whipped out her scroll, punching something into the screen as she spoke. “I’m calling Oobleck and telling him to cancel the mission immediately.”

Ozpin didn’t object as Goodwitch impatiently watched her scroll, waiting for Doctor Oobleck to answer. Instead, an automated voice informed her she had reached the voicemail of, “Doctor Oobleck: historian, archeologist, and professor of history at Beacon Academy. Yes, that should do it. Now how do I end this? Ah, here it is!” Goodwitch ended the call as the previous voice droned on with instructions on leaving a message and looked back to Ozpin.

“I believe they have already departed for Mountain Glenn. After all, you know how punctual the good doctor is. Knowing Bart, he has probably set his scroll to airship mode until they land to better focus on his students.” Ozpin smiled as he added, “I hear it’s a great way to preserve battery, as well.”

Ozpin’s mug leapt off the desk towards his lap, the Headmaster only narrowly avoiding a painful burn to the area as he quickly rose from his seat, leaving the chair cushion to take the full force of the scalding assault. Goodwitch lowered the hand wielding her crop. “That’s why you took so long getting here, isn’t it?” Miss Goodwitch unsuccessfully tried to appear calm as she addressed the four students stood staring from across the room, elevator held open by Smit. “That will be all Team Laser. If you will excuse us, I have some important matters to discuss with the Headmaster.”

Lilly would readily admit that she fled the room, shoving her way to the back of the elevator to create a wall of bodies between herself and the enraged Goodwitch. Smit nervously pounded on the door close button, which the elevator ignored for a few seconds, leaving them awkwardly staring at what could soon become a crime scene before the doors finally relented and closed.

“Well, that was a thing.”

/- - - - - - - - - -/

Despite the bumpy start to their day, things ran much smoother once their team reached the police station. Captain Redcliffe struck Lilly as a stern man, getting down to business as soon as they arrived and explaining what authority they would be granted.

They could detain suspects if needed, but should call for guidance at that point. Since they were working for the police department, they were bound by the same rules and regulations, meaning an improper arrest could ruin an entire case and see a criminal go free. Best case, they should let the official work be conducted by the police themselves, with Lilly and her team acting more as support. Their main responsibilities were to locate and assist in securing the killer and any associates.

It took less than an hour for them to meet the Captain, go over the case file, be entered into the precinct’s computer system, and issued Junior Detective badges and a radio before they were whisked away in a police van.

The rapid-fire clicking of cameras greeted them as they exited the vehicle. No doubt the local news agencies had caught whiff of a crime scene and were eager to see whether there was a story to be had. Idly, Lilly considered how this would be the second time they appeared in news reports after the docks fight became front page material. Hopefully, their time at Tukson’s would be a little less eventful.

Before they entered, Lilly laid out a quick plan for the team. “Randi, you’re with me. We’ll take a quick look around for any clues and see if we can find something for me to track our killer with. Smit, you and Honey find the sergeant and see what they’ve found so far.”

Each of them nodded in agreement as Lilly pulled open the door, quickly taking in the scene as they entered. Several people bustled about the store, each wearing a jacket with the word “Forensics” across the back. A few spots had little yellow, plastic signs set up, each with a different number. Almost all of them were near the front counter. The dark stains on the counter and floor made it clear where the confrontation occurred.

“No sign of forced entry,” Randi commented, looking around the front of the store and listing off what she saw. “If they came in the front, it must have been during business hours, since the door was unlocked.” Randi pointed to the windows, which were dark enough that Lilly couldn’t see the street beyond. “Adjustable tint windows are turned all the way down, meaning no one outside would have seen what happened. My guess is they came in the front, posing as customers, and attacked after securing the entrance.”

“That was my assumption as well,” an unfamiliar voice rumbled from a nearby aisle. The owner of said voice, a rather large man with the name Fredricks on his uniform, stood upright to tower over the bookshelves. He was easily a full head taller than Randi and had an air of confidence to him. “Sergeant Fredricks. I assume you are the team from Beacon we were told to expect?”

“Yes, sir,” Lilly answered. “My name is Lilly Azura, leader of Team Laser. My teammates – Honey Viella, Smit Brendis, and Randi Asmer – and I were told to report to you for instruction.”

“Excellent, but please,” Fredricks smiled as he stepped out from the aisle, “drop the sir. You kids will make me feel old like that.” He chuckled for a moment before focusing on Randi. “You sounded like you thought there was more than one attacker. I’m curious why you jumped to that so quickly.”

“I’d say two or three people,” Randi elaborated, not at all nervous at being called out so suddenly. “Any more than that would have attracted too much attention. Plus, there isn’t room for that many people in the main aisle, meaning the extra bodies would’ve been rather useless. A single attacker is possible, but they managed to lock the door and dim the windows prior to attacking so no one would see in. If it was only one person, the store owner could have fled out the back. By the looks of things, he never left the counter, meaning he had no chance to flee. An extra person near the counter could probably remove that option.”

Fredricks clasped his chin as he listened to Randi’s detailed analysis, waiting for her to finish before he commented. “Not bad. Shame you’re already attending Beacon. You could make a good detective with that kind of insight.” Fredricks waved for them to follow him towards the counter, people parting or changing course to avoid him as he moved. “Victim had two blunt force injuries, one to his chest and the second to the back of his head. Ribs were cracked and skull fractured. First strike would have floored him. Second one was killing blow. Quick and efficient. We’re dealing with someone who knew what they were doing.

“Money is still in the register. Back room looks rather undisturbed. Looks like our perp came in, killed the owner, and left. Now, as I understand it,” Fredricks turned to address Lilly, “you can track this guy using some of the stuff around the store, right?”

“Basically,” Lilly answered, figuring that was an accurate enough description, even if it lacked specifics. “I need to find something the killer handled. As long as no one else has handled it since, I should be able to get an idea of where he is. Might be a little rough, being a day or two old already, but I’ll see what I can do.”

“Sounds good,” Fredricks agreed, stepping away from the counter to let her pass. “My men have been instructed not to touch anything unless strictly necessary, so you pretty much have run of the shop. Can’t say the forensics guys are thrilled by the order, so the sooner we can get moving on this, the better.”

“If you don’t mind, sergeant, I’d like to take a look at the back room,” Randi requested.

“Absolutely,” Fredricks replied. “Follow me.”

Randi, Smit, and Honey all trailed behind the large man, disappearing through the door behind the counter as Lilly looked around. _No money taken, but surely the attacker considered it. Might as well get paid for their services._ She reached over the counter, gripping the small display poking up from the register and focusing. A surprisingly clear image came into focus. Whoever it was sat at a desk, filling out some sort of paperwork. _Doubt this is our guy, unless he likes filing reports on his work._ The view shifted upwards, revealing the inside of the police station. _Duh! How would they know the money was here without checking? Responding unit must have opened it up already._

Lilly had known this wouldn’t be so easy and let the vision fade away, returning to the store as she searched for more objects to try. Guess and check could be rather aggravating, but it was the best she had at the moment.

A dusty magazine display resulted in nothing more than a blur of gray. Beacon held specialized sessions for each student to train their Semblance one-on-one from time to time, and Lilly had gotten a little better as a result. Nothing huge, like suddenly being able to hear as well, but her visions seemed more distinct as a result. She had to assume no one had touched the display in several days, seeing as how it was still undecipherable.

Stapler wouldn’t let her connect at all, meaning the last person to handle it was probably the store owner. _Can’t connect with the dead._ Smit’s dumb idea about her being a medium never panned out, it seemed.

A book on the floor in front of the counter caught her eye. _Must have gotten knocked around in the fight. Wonder if the attacker touched it…_

The resulting image was blurry, but Lilly could make out some details near the center still. _Wasn’t the owner, obviously. Had to be within the last couple days._ It was a little rougher than the register image, but she could make out a small room that looked oddly familiar. _That’s a Beacon dorm room! Did someone from school–_ Lilly brushed off the ridiculous idea. _More likely, this book got knocked off the counter without being directly touched. A lot of students shop in Vale in the evenings. One of them probably glanced through this one last._

Before she disconnected, dismayed by yet another misfire, Lilly caught sight of a familiar boy with silver hair. _Mercury?_ Sure enough, her one-time dance partner was there, laying shirtless on a bed as he flipped through a comic book. She held onto the view a little longer. _Shouldn’t discount evidence so quickly, after all. Better study this one a little closer._ A few moments passed before Mercury finished what he was reading and tossed it aside, stretching his back as he sat up. His abdominal muscles became more pronounced as he leaned back further. As his hands linked above him, there was a noticeable movement in his chest as the well-toned pectorals pushed forward. He relaxed, cracking his head to the side, then–

The view jerked to the side, where Cinder walked into the room, saying something to Emerald, presumably.

“Aw, but I wasn’t done watching.”

The view faded abruptly as someone shook her arm, dorm room replaced with the sight of Smit.

“Whatcha got there?”

“I was just using this to–” Lilly choked on her words as she glanced down and saw the cover of the book she was holding. The questionable imagery made her surprised she hadn’t wound up connected with Blake instead. Without thinking, she flung the book at the counter, causing it to teeter on the far edge before slowly falling off to the ground below with a light thud. “Gah!”

“Using it, huh?” Smit asked with a cruel grin. “Judging by how hot and bothered you looked, I can only imagine.”

“It’s not like that, you pervert!” Lilly protested, slugging Smit in the arm hard enough that his aura had to kick in. “I found it on the floor and thought the attacker had bumped into it. I didn’t even look at the cover, I swear!” In an effort to distract from her mounting embarrassment, Lilly added, “Your buddy’s partner is the weirdo, not me.”

The deflection worked perfectly. “That connected you with Emerald?” It only took him a moment to connect the dots. “Heh, who would’ve guessed little Em was so dirty. Can’t wait to tell Merc!”

“Have fun,” Lilly encouraged, walking around to pick the book back up. _To put it back on the counter, not to read it._ The book had bounced slightly, coming to rest a little way under the counter. She stooped down to pick it up, but misjudged how far she had reached and banged the back of her head against the wooden underside of the counter.

“Oof!” Lilly grunted, rubbing her head as she grimaced.

“You okay back there?” Smit asked, coming around to check on her as she stood back up.

“Yeah, I’m fine,” she assured him. “Just whacked my head under there.” She pointed down to the large space under the counter, but stopped when she noticed something odd near where her head had impacted. Along the entire length of the opening, the wood now stuck out just past the edge, clearly out of alignment where it had been flush before. “Wait. There’s something under here.”

Lilly dropped to the ground, lying flat on her back as she ran her hands along the wood. With a little force, the entire underside panel began to slide away, revealing a large, hidden compartment. Taped above her sat a thick book, a pair of pistols, and a White Fang mask. _Guess that confirms his connection to the White Fang._

“I think I found something!” Lilly called out, summoning Fredricks, Randi, and Honey from the back room.

“What is it?” Honey asked after she spotted Lilly on the ground.

“This.” Lilly handed them the White Fang mask.

“How’d you find that?”

“She used her head,” Smit joked, earning a quick kick from his leader.

“Hidden compartment under the counter. There’s a pair of pistols down here. They look loaded.” Smit reached down to help Lilly up, book clutched in her other hand. “Only other thing was this book.”

Lilly set the book down, revealing a dark red cover emblazoned by the blackened symbol of the White Fang. Lilly recognized the title – _The Third Crusade_ – even if she had never seen a copy before.

“I thought this book was outlawed.”

“It was,” Fredricks answered. The others looked confused, showing they had even less knowledge on the subject. “White Fang manifesto,” Fredricks offered. “Came out around the time they turned violent. Bunch of garbage about faunus superiority and how humans are some sort of disease on Remnant. Real nice stuff,” Fredricks scoffed.

The book had a clasp on the front to keep it closed, but Lilly was able to smash the small lock free on her third strike with the stapler. Lilly flipped the cover open, but was surprised to find the middle of the pages hollowed out to make a compartment. Several small papers were tucked in the opening.

“Tickets to Vacuo for next week,” Lilly announced as she set aside two small slips of paper. “Looks like he wasn’t traveling alone.”

“Another defector?” Smit guessed, earning a shrug from Lilly. Neither ticket had names on them, so it was anyone’s guess as to who the other belonged to. Considering the state of Tukson, the other person could just as likely be dead already.

“There’s another piece of paper in here,” Lilly said, unfolding a list of some sort. “Looks like addresses.”

Sure enough, each entry on the list seemed to be the address of some location within the city. A few had an _X_ in front of the address, while others had words like _Dust_ or _Weapons_ beside them.

“Let me take a look,” Fredricks instructed. Lilly handed over the list, letting the sergeant scan through the addresses for a moment. “These are all places in Vale,” he said, laying the list on the table. “Looks like our friend here was gathering intel. This one here,” Fredricks pointed to one labelled _Dust_ with a line through the address. “White Fang had a stockpile of the stuff in an old warehouse. We got a tip about the place and raided it a week ago. Starting to think we found our anonymous tipster.”

“That’s where we found that big rally a few weeks back,” Randi said, pointing out another address with the word _Recruit_ beside it. It also had a line through the info. “Looks like he was keeping track of the places that got hit.”

“This is absolute gold!” Fredricks shouted. “We could really cripple their operations in the city with this kind of info.” Sergeant Fredricks pointed to a pair of forensic techs and barked, “Bell, Howell, get over here! I need photos of this document sent to headquarters immediately!”

As the two rushed over and quickly snapped multiple photos of the list and the other items Lilly had discovered, Randi pointed to an address near the bottom. “Speaking of headquarters…” Everyone followed Randi’s finger to an address labeled simply as _HQ_.

“That’s not far from here,” Fredricks said, typing the address into his scroll. “Two-story warehouse owned by some company called A Few Things. Looks like some sort of small shipping business with a dozen or so bullheads. Give me a moment to call this in.” The sergeant walked off to the side, reporting in via his radio as they waited.

“I have a feeling they do a bit more than advertised,” Smit chuckled. “Well, I don’t know about you guys, but I think we just got our first lead. Tukson was feeding information on the White Fang to the cops, but they caught on before he could run to Vacuo and shut him down. Good chance those responsible are working for this _shipping company_.” Smit threw up some air quotes to show just how much he believed the company’s description. “Maybe it’s time we drop in and question the boss.”

“We’ll need to check in with Redcliffe first,” Lilly reminded him. “Remember, we’re working for the police here. We only go if they give the okay.”

“That won’t be a problem,” Sergeant Fredricks reported as he walked back to them. “Just spoke with the Captain. He wants us to move on this immediately with your help. No telling how many White Fang we’ll find there. Wouldn’t mind having a few Huntsmen on our side.”

The soft clinking of Randi’s armor locking into place around her was sign enough. Honey double-checked the dust cartridges on her whip and nodded to Lilly. She didn’t really need to look to Smit for confirmation, as she could smell the hint of smoke from his hands already.

“Let’s go."


	23. A Few Things

Contrary to what she expected, the warehouse belonging to A Few Things didn’t look abandoned. In fact, nothing about it really stood out from the ones around it, other than the brightly painted logo of a bullhead dropping the company’s name out the back. Off to the side, a delivery truck was busy unloading pallets, with two employees in orange vests and hats helping move them closer to the building, much to the relief of the truck driver. One had a thin tail poking out behind them, but the other didn’t even look like a faunus at all.

“You sure this is the place?” Smit whispered. The four of them, along with Sergeant Fredricks and two men armed with scoped rifles were prone on a nearby rooftop, observing the warehouse. On the other side of their building, hidden in an alleyway, the Vale SWAT team waited with additional support units, all ready to storm the building at Sergeant Fredricks’ signal.

“Matches the address on the list,” Fredricks answered, watching the delivery through a small set of binoculars.

“Doesn’t really look like a terrorist headquarters. I mean, the front door is open and everything!”

True to Smit’s words, a small door near the corner of the building was propped open, granting easy access to what was supposed to be a secret base for a terrorist organization. Peering through her own binoculars, Lilly could see a little way inside the entrance. A few chairs lined the wall, and she could even see the corner of a vending machine beyond that. It looked like any normal waiting area to her.

“What did you think it would look like?” Fredricks growled as he turned to look at them. “The idea is to make it look legitimate. If they stood out, don’t you think we would’ve found them by now?”

The continued White Fang presence in the city was a bit of a sore spot for the Vale Police Department. Blake often complained about how the authorities never did anything about it, but if Sergeant Fredricks’ response was any indication, that was probably a pretty common perception. _Honestly, expecting the local police to root out a well-armed, well-funded terrorist group while also having to deal with the local crime families and the menace of Roman Torchwick was kinda unreasonable._ Maybe they would stand a chance if they had a team with Huntsman training, but Huntsmen were too valuable to devote to such tasks when entire villages were constantly under the threat of the Grimm. A bunch of civilians on a severely limited budget didn’t stand much of a chance. Besides, a force like that would require an emergency declaration from the Council, which was pretty unlikely in an election year. Admitting you didn’t have the problem under control wouldn’t win you any votes.

“Already sent in an undercover to place an order,” Fredricks continued, looking back to the building. “She said they processed the request and even offered to let her wait there until the order arrived. No red flags at all. Even had better rates than most and offered to ship it today since they have bullheads standing by.” Fredricks pointed to the trio of bullheads parked off to the side of the warehouse. “Orders are to only go in if we can get proof of White Fang activity. Last thing we need right now is the nightmare of raiding some innocent company, especially if they employ faunus. Aside from the lawsuits and risk to those inside, the publicity of such an event would pretty much guarantee heads would roll, starting with mine.”

“But how do we get proof?” Honey questioned. “I mean, I doubt we can just put on suits and claim we’re here for a surprise inspection.” That may work on TV, but real life was never so easy.

“Can’t have Randi pose as White Fang and just walk in, either,” Smit added, likely recalling Randi’s tale of infiltrating the recruitment rally a few weeks ago. His faunus partner, armor still in backpack form, shook her head.

“No one’s going in alone,” Fredricks cautioned with a wave as he looked to Lilly. “We _do_ need eyes on the inside, though…”

Lilly caught the hint easily enough. “Sorry. My Semblance doesn’t work like that. I’d either need something they had handled or a direct line-of-sight on someone inside.” Of course, being able to spot someone inside was part of the problem. “I could try linking with one of the guys outside and hope he walks back in.”

“No good,” Smit said, pointing towards the now-departing truck below. The two workers were busy moving the pallets onto one of the nearby bullheads as a third, wearing a simple uniform, fired up the machine. As the other two finished loading, they climbed aboard and the bullhead slowly lifted off, following the nearby canal out to open water before banking east and slowly fading from view.

“Now what?”

Lilly ran through ideas in her head, eager to see an early success on their mission, not just for her team, but also for Fredricks. _Cargo entrance is probably locked and might be monitored. Main entrance is manned as well. Don’t see any openings on the roof, so that’s out. Only one way to do this, I guess._

“Sergeant, have your men ready.”

“I take it you have some sort of a plan?” Fredricks said.

“Maybe,” Lilly admitted. “My team and I will see if we can find a way inside. If we see any evidence of White Fang, we’ll radio in and let you know.”

Fredricks considered Lilly’s idea for a moment, likely weighing the risk of sending them in alone against the benefit of taking down a potentially valuable target. In the end, Lilly won out. “Fine, but I want updates every ten minutes. Channel three. You kids may have aura, but that doesn’t make you invincible. If you go dark, we’ll have to assume the worst and will be coming in hot, got it?”

“Understood,” Lilly answered for her team, making sure to adjust the channel on her radio.

“Also, no foolish risks.” Fredricks stared down each of them to make sure they were listening. “Only go in if you find an opening. If you spot _anything_ , you call it in immediately. I don’t care if it’s only one guy. No heroics. Once I have a chance to assess your intel, we can figure out our next step. Remember, I’m still in charge here. Whatever I say, I expect the four of you to listen. If I call this off, I want you back in front of me within sixty seconds, not after you’ve taken care of something.”

“Whatever you say, Sarge,” Smit grinned, his eagerness showing.

Fredricks slipped back a few feet before standing. “Alright, you get _one_ shot. I’ll get the men ready, but I’m counting on you four to get in and out safely. We’ll need your help if the intel pans out. Now, get in there and make your city proud.”

With that, Fredricks nodded and dismissed them, walking off to the far corner as he started issuing orders to his men over the radio. The two men on the roof carefully crawled to the far corners and took aim at the building once more, ready to provide sniper support if needed. Below, Lilly could make out the bustle of men preparing for a raid.

Lilly called the team over for a quick huddle. “Alright, guys, this is it. We’ll circle the other side of the building and see if there’s a back entrance or something we can use to get inside. These guys might not have aura,” Lilly recalled the fight at the docks, “so non-lethal only.” Lilly made sure to look to Smit with her final command.

“Yeah, yeah. I got it.” Smit rolled his eyes at the less than subtle hint, but Lilly didn’t care. _If this turns out to be White Fang, I need to be sure he’s in control. Last thing we need right now are a pile of bodies. I’m sure Ironwood will be watching us closely._

“Good, then let’s go.”

/- - - - - - - - - -/

It took a few minutes for them to slip around to the back of the warehouse, making sure to take a circuitous route further down the street and doubling back on the far side to stay concealed between the other nearby buildings. An armed team of Beacon students wasn’t a common sight around the warehouses, so being spotted could easily tip off their prey. Before approaching the target structure, Lilly made sure to report in.

“Sergeant Fredricks, this is Lilly, over.”

“Fredricks here,” the radio crackled back, a little louder than expected. Lilly hastily turned the volume knob down, overshooting slightly in her panic. She carefully brought the volume back up to a reasonable level, just in time to catch the end of Fredricks’ message. “–visual on the target, over?”

“Affirmative. Doesn’t appear we have been detected. Moving in closer to find an entrance, over.”

“Roger. Remember, this is a _recon_ mission. Once you are inside, report back in. Is that understood, over?”

“Got it. Team Laser, out.” Lilly clipped the radio back into place and looked up in time to see the bemused smirk on Smit’s face. “What’s so funny?”

“Nothing, just… _ktch_ ,” Smit held an invisible radio beside his mouth, taking a deeper, more nasally tone, “what’s with the radio voice, over?”

“What? It’s the proper way to communicate,” Lilly protested, shoving Smit’s imaginary radio away. “ You have to say over to let the other person know you’re done talking. How else would they know when to respond?”

“Um, guys?”

“I don’t know, maybe when you suddenly stop talking?” Smit shook his head.

“It’s proper etiquette to alert the person that you’re done speaking and are awaiting a response,” Lilly lectured. “I’m sure they appreciate the professionalism.”

“Guys?”

“I kinda doubt that they care, actually.”

“It’s still proper! I–”

“Hey, lovebirds!” Lilly’s mouth clicked shut as Honey raised her voice, finally getting their attention. If Lilly had been embarrassed at getting carried away in the middle of their mission, Honey’s implication, once it dawned on her, made it all the worse. “I think Randi found a way in.”

“Wait, where _is_ Randi?” Smit asked, prompting Honey to point towards the building in front of them.

Randi was off to the side a little, waving at the three of them impatiently. _When did she get all the way over there?_ Lilly didn’t see any door, but the second floor window above Randi was open. Fighting back the reddening of her cheeks, Lilly quickly led the rest of the team to where Randi was waiting.

“What took you guys so long?” Randi asked, glancing up to the lit room above. “You two flirting again?”

“No!”

“No!”

“Yep.” _Honey, you traitor._

“Save it for after the mission, at least.” Randi rolled an accusation and a request into one. “Window’s open. Haven’t heard any movement, so I think it’s clear.”

Lilly looked up at the window, easily large enough for one of them to slip through. Problem was, the thing was at least a solid fifteen feet above them. The smooth, cement wall didn’t have anything they could hoist themselves up with, and Lilly couldn’t see anything to climb on, short of moving a nearby forklift over. _Pretty sure they would hear that._

“Any ideas how we get up there?” Lilly asked.

“Maybe we can find a ladder.”

“Already looked for one,” Randi answered, shooting down Smit’s idea. “I could boost someone up, but they’d have to jump the last bit. Might make too much noise, especially if they miss.”

Lilly looked over her teammates, trying to decide what to do next. _Randi and Smit are the tallest, but Randi’s right; they wouldn’t be able to reach. I’d rather Randi or I be the first ones in, but unless we can find some way to reach…_

_That’s it!_

“I’ve got it,” Lilly announced, careful not to get too loud with how close they were to the building. “We send Randi up. Once she’s inside and signals the all clear, she can help pull the rest of us up one at a time.”

“But how do we get Randi up there in the first place?” Honey questioned.

“You’ll get her there.”

“Me?” Honey asked, self-doubt rearing its ugly head. “B-but I…how am I supposed to get her all the way up _there_?”

“Simple. Your Semblance.” Honey made to respond, but stopped before the words could cross her lips as the idea had a chance to percolate. “You use your power to grow as quickly as you can, and Randi will use that momentum to make up the difference. Once she’s ready, you can do the same for each of us, with Randi pulling us up the rest of the way. Then, when all of us are up, you stretch as far as you can, and Randi will haul you up last.” Honey’s head started to nod as she came to accept the plan. “Worst comes to worst, Randi can use my weapons to give you something to latch onto.”

“Y-you really think that I can do it?” Honey stammered, still a little apprehensive but with a note of hope.

“Absolutely.” Lilly gripped her partner’s shoulder and stared directly into her eyes. “Nobody’s Semblance is useless. I mean, look at me. Those two may have more flashy powers,” Lilly nodded her head towards Randi and Smit, “but we’re the useful ones. My Semblance not only helped save Blake, but got us this mission as well. I think it’s time we use yours to save the day.”

The other two caught on pretty quick, to their credit. “No way can we get up there without you.”

“If we can’t get inside, the whole mission is a bust,” Randi added, winking at Lilly before Honey could see.

“You guys really think so?” Honey got so excited, she quickly made up the small difference in height with Lilly and was soon looking down on her leader.

“Whoa, save it for the window, partner!” Lilly laughed, shooting a quick thumbs-up back to her other two teammates. “I know you can do it, Honey. In fact, I’d say you’re the _only_ one who can.”

Honey lunged forward, wrapping her arms around Lilly for a tight embrace. It only lasted a second, but Lilly felt a surge of pride at her partner’s response. _This is what a partnership should be like,_ she thought to herself, glad to have finally done something right for the quiet girl. Sure, the other two helped a little, but in a way, this was Lilly’s victory. Honey always struggled with doubting herself. Seeing her overcome it for a change was nice.

Knowing it was her doing was even better.

“Okay, I’ve got this,” Honey said as she peeled off of Lilly, more so to pump herself up than to assure the team. Looking to the armored faunus in front of her, she said, “Let’s get you up there.”

Randi and Honey did a few practice runs, working out the timing without launching Randi. They would only have one shot at this, since a miss could end up alerting someone inside and blow the whole operation. Once they were satisfied that everything was ready, Randi took a few steps back to let Honey prepare herself.

Honey took a deep breath, clasping her hands together in front of her and squatting as she nodded to Randi. Taking a few steps to build some speed, Randi planted her foot in Honey’s hands. The moment she felt contact, Honey closed her eyes tightly and focused, growing nearly a full foot in less than a second as Randi pushed off. The momentum from Honey’s sudden growth, coupled with Randi’s own leap, sent the faunus girl flying through the air towards the window. Just when it looked like she might fall short, Randi stretched and snagged the edge of the windowsill with a single hand, slapping against the hard wall but managing to keep her grip.

Randi didn’t linger, hauling herself up through the window quickly and disappearing from sight. The seconds ticked by in agony as the team waited for Randi to signal the all clear. With each moment, doubt began to overtake Lilly. _What if the room wasn’t empty?_ Randi wasn’t one to be caught off-guard, but unless the other person was White Fang, Randi wouldn’t be able to fight back. If their lead was wrong, then Randi had basically just broken into the building. Lilly doubted they would get in _too_ much trouble, but any security inside the building would see Randi as an armed threat and might attack her. Randi could easily hold her own against civilian security forces, but that wasn’t what concerned Lilly.

Attacking an innocent civilian would probably be frowned upon.

Before Lilly could start panicking, however, Randi reappeared at the window, shooting a quick thumbs-up to signal they hadn’t been detected. Smit soon repeated Randi’s ascent, with Randi catching him and bodily hauling him through the window. The same process was repeated for Lilly. On Honey’s turn, Randi held Smit out the window and pulled them both up, proving yet again just how beneficial her psychotic workouts really were.

It was a common misconception that aura granted some sort of superhuman strength. While it definitely helped, the truth was a little more mundane. Aura was mainly for protection, acting as a sort of shield for a Huntsman’s body when needed. It also increased a Huntsman’s endurance significantly, as their muscles would suffer less wear and tear thanks to the same protection. The real benefit there was that a Huntsman had greater potential than someone without aura, allowing them to push themselves far beyond what someone else could.

Aura enhanced strength, but there had to be strength there for it to enhance. That was why Huntsmen tended to spend a lot of time exercising. If someone without aura could endure the multi-hour workouts that they went through, they could nearly reach Huntsman-level strength. It still wouldn’t be enough in a one-on-one fight, though, as aura came with an additional advantage. When the average person punched something, they had to hold back somewhat to prevent injuring themselves. Remove that concern, say with some kind of force field like aura, and there was no need to hold back. A mentally insane person could seem to possess inhuman strength, since they might not care for their own safety. Lilly preferred the comparison to a mother lifting a car to save her child, more concerned with their kid’s survival than her own body. Basically, aura didn’t really grant strength as much as it removed the natural limitations.

“Good work, guys,” Lilly extolled as Honey joined them in the small room. “Now, we just need to– _hrk_!” Their point of entry turned out to be a bathroom – a men’s bathroom, based on the trio of urinals against the wall. The reason for the open window became pretty obvious as a foul odor invaded Lilly’s nostrils, reaching down her throat in an attempt to yank her breakfast free. “Did someone _die_ in here?”

Honey was already back at the window, gasping for fresh air, while Randi merely pinched her nose and shrugged, walking towards the single door. Smit seemed less affected, probably too busy laughing at their disgust to really pay attention to the vile smell all around them.

“Someone should really get that checked out,” Smit laughed, pushing open a stall door and nearly tipping Lilly’s gastronomical battle in favor of the invasive stench. “Looks like they could use a plumber, too.”

“Hallway looks clear,” Randi announced, peeking out the door carefully. “Should be safe to report in.”

Lilly was grateful _someone_ was still focused as she grabbed for the small radio. “Sar– _urk_!” The deep breath she took before speaking was a mistake. _Ugh, I can practically taste it! We have to get out of here._

Problem was, this was their only guaranteed secluded spot to report in. The very stink that was currently assaulting her gut also seemed to be keeping everyone else away, granting them a private area of the building that few would dare enter. In a way, the combination of excrement and a failed flush was the key to their mission continuing.

“Say again, over.”

 _Great, now they’re waiting for me to answer. Come on, girl. Just a quick report and then we can get out of this filth._ She tried to answer, but the moment she opened her mouth to speak, her throat threatened to defect and let the nauseous stream burst free. Instead, she waved Smit over, handing him the receiver once he was close.

“You call it in,” she managed to cough out.

“Anything specific you want me to say?” Smit asked, earning a deadly glare from Lilly, who was clearly not in the mood to play. “Alright, I got this.” Smit’s smile was less than reassuring as he pressed the transmit button. “Yeah, sorry about that. Lilly’s a little out of breath. This is Smit.”

“Over!” Lilly called out.

“Go ahead, over.”

“Found a way in upstairs. Hall looks clear, so we’re gonna take a look around.” Smit made sure to end the transmission before Lilly could chime in again. She lunged forward to snatch the receiver away, but Smit turned to block her, leaving her to crash into his back instead.

“Roger. Proceed with caution. Once you confirm White Fang presence, report back in, over.”

“You betcha,” Smit answered, switching hands to thwart another attempt by Lilly. “Goin’ quiet until we find something. Talk to ya soon! Over and out.”

Lilly finally reclaimed the radio as Smit finished, making sure to slug him in the arm for her trouble. _Over and out makes no sense! You can’t ask for a response and then say the conversation is over!_ She thought about calling in and apologizing, but the damage was already done and he had said they would only call back with an update. Smit’s behavior was unprofessional, but so would calling back in with no new information.

“I hate you so much right now,” Lilly mumbled, trying to minimize the amount of air she breathed in.

“ _Ktch_ …say again, over.” Lilly struck his arm once more for good measure.

Randi slipped back into the room after easing the door shut. “We’re near the end of the hall. Nothing noteworthy to the left, but the right leads to what looks like a large office. Should be worth checking out, but we’ll have to be careful. Halfway down, the hall turns into a catwalk, so we’ll be exposed for a moment, but we’ll also be able to see the first floor from there.”

“Guess that’s our next stop then,” Lilly instructed, making her way towards the exit and fresh air. The other three followed close behind. “Not ideal, but we’ll make it work.”

“Making the best of a crappy situation?”

Lilly rolled her eyes at Smit’s pathetic joke. “You’ve been hanging out with Yang too much.”

Lilly carefully slipped into the hall and pressed herself against the wall, pulling out _Tantum_ and aiming it down the hall as the others took up position. Lilly motioned for the others to wait and slowly edged her way down the hall before waving her team forward. As they drew near, Lilly ducked low and peeked into the large, open warehouse floor below.

“Some headquarters,” Smit sarcastically commented from behind. Lilly could fully understand the sentiment.

The warehouse floor below was mostly empty, save for a few boxes, a small cluster of dark barrels, and some furniture in the corner. There was also a pair of pallet jacks near an open closet. Instead of mops and brooms, though, an assortment of rifles, pistols, and other weaponry lined the closet.

Not surprising, given the terrorists lounging nearby.

“I count around a dozen grunts below,” Lilly informed the group as she continued surveying.

“What are they doing?”

“Nothing,” Lilly answered. “Place is pretty empty. They’re armed, but don’t appear to be on alert or anything. Guess they don’t know we’re here yet.”

A bit of an understatement, as most were either gathered around an old television watching some sports show or sitting at a small table playing cards. If it wasn’t for the familiar masks and weapons propped up nearby, Lilly might have thought them warehouse employees goofing off on a slow day. Three of them were gathered around a water cooler chatting casually.

“Should we call it in?” Honey asked, motioning towards the radio that Lilly was _not_ about to let Smit get ahold of again.

“Hold on a sec.” Lilly waved her partner off, pointing to the trio off to the side. “Let’s see what they’re talking about first. Give me a five count, then pull me back out of sight.”

Lilly didn’t wait for any questions, not that she expected any. The room shifted as she tapped in to the grunt facing somewhat towards their location. It didn’t make connecting any easier, but she would at least be able to tell if they were spotted.

In order to connect, she needed line of sight, but that meant they could see her too, if they paid attention. Luckily, she only needed to see them to connect, not to keep the connection. It would slowly fade in time, but she doubted it would take that long, seeing as she could reliably hold it for a few hours. A brief feeling of unbalance took her as her team no doubt pulled her back behind cover, but she ignored it as the conversation below became clear.

“–st glad to finally be done with all that loading,” the guy she connected to was saying.

“C’mon, it wasn’t that bad.” The second, a female, claimed.

“Of course _you’d_ say that. Not too hard standing up top with the boss,” the third, a dog faunus with a rather deep voice complained.

“Hey, someone’s gotta organize things,” she shot back defensively. “Not my fault you aren’t smart enough, _Perry_.”

“That’s not my name!” Perry – or not-Perry – growled. “I work _one_ stinkin’ job with Torchwick…”

“You think you got a cushy job ‘cause of your brains?” the third asked, his tone making it clear he thought otherwise. “Guess it has nothing to do with the big guy’s bunny fetish.”

“So he has good taste. Not my fault the guy’s into me. If I’ve gotta put up with him leering at me all the time, I might as well get _something_ out of it.”

“Well, I’m just glad we got all that dust loaded so quickly.” Lilly’s host breathed a sigh of relief. “I thought we were gonna be at it for days.”

“Guess that’s the benefit of being at HQ. All those guys heading out of the city had to come through here. Must’ve been a small army loading stuff the other night.”

“Bunch of naïve idiots, if you ask me. Glad _we_ didn’t get stuck on that suicide mission.”

_Suicide mission? What are they up to?_

“Suicide mission?” the dog faunus asked, echoing Lilly’s own thoughts. “Didn’t think we did that sort of thing.”

“We didn’t,” not-Perry answered, looking around for a moment to see if anyone was listening in. “Lots changed recently. Workin’ for humans. Suicide missions. Taurus has pretty much lost his mind, but no one’s willing to challenge him.”

“I hear _that_ ,” the bunny girl agreed, shaking her head. “Guy hasn’t been right in the head since the desertion.”

“You mean Blake?” Not-Perry and bunny-girl looked shocked.

“You knew the Belladonna girl?”

“Eh, not really. Went on a few raids with her and Adam a few months back, before I transferred here. Pretty sure those two were more than partners, if ya know what I mean.”

“I heard that one time, after a mission, they–”

“Men, listen up!”

The sudden yell from above spooked Lilly as she lost her concentration for a moment, severing the connection. _Whoever said that is up here somewhere._ Her eyes frantically scanned the office doorway ahead, but the catwalk stood empty.

The speaker, a monster of a man with a single bear ear poking through his brown hair, stood on another walkway on the other side of the office, looking down on the small assembly below. His right arm sported a tribal pattern down to his elbow, while his left bore the snarling symbol of the White Fang. He didn’t seem to have any sort of weapons on him, but his sheer size would make him an intimidating foe.

“Just got word from the forward base. The supplies arrived safely, thanks to the hard work of the finest pilots I’ve ever met.” A cheer went up from the small crowd below. “You have all done a great service to the White Fang. There’s work to be done, still, but I think you’ve earned a day off.” Another cheer, louder than the first. “Our orders are to fall back to the forest within the next three days. Our replacements will be here before then, so we’ll need to train them before we go.” That proved less popular, earning a couple groans instead. “Don’t worry, they won’t be here ‘til tomorrow. In the meantime, I asked Cathy to go pick up some food and beer for everyone. My treat.”

His men broke out into actual applause as they cheered on their leader, who took it all in as he slowly descended a flight of stairs against the wall and joined his men below, accepting a few fist bumps before snatching a seat next to the bunny-girl from earlier and throwing an arm around her shoulder.

“We need to call this in,” Lilly advised, drawing her team’s attention back to her. “Overheard those three saying they had just moved a bunch of dust and men out of the city for some sort of suicide mission. Not sure exactly what they’re planning, but it doesn’t sound good.”

“Should we fall back to the bathroom?” Smit asked. The thought of it sent a shiver down Lilly’s spine. _I just got used to clean air again!_

Thankfully, Randi saved them all from the pungent fate. “Looks like the office is empty. We can search the place while Lilly calls in the report. Might even find some more intel while we’re at it.”

Lilly agreed before anyone could question the idea, desperate to avoid returning to the bathroom at all costs. While Randi kept an eye on those below, Lilly carefully sneaked across to the office door and tested the handle, finding it unlocked. She slowly pushed it open, grateful for how silent the hinges were, and signaled the others to follow. One at a time, they stole across the catwalk into the room.

The wall opposite them held a matching door, likely leading to where the White Fang officer had given his little speech. A large, ornate desk littered with piles of papers took up the majority of the room. Behind it sat a small table with an old-fashioned radio set, although the antenna seemed a little large for the design. A pair of small filing cabinets stood against the wall to their right.

“Randi, keep watch.” Randi nodded once, then eased open the opposite door just far enough to peek through. Lilly claimed a spot in front of the desk and grabbed a pile of papers, only to stop when she saw what was underneath. “Honey, grab some of those papers. See if there’s anything useful. Smit, help me clear my side.”

Smit and Lilly pushed the various pages together into a haphazard pile that Lilly picked up, as Honey grabbed most from her side and deposited them on the radio table before sitting down to review them. With the layers of clutter removed, Lilly now had a clear view of the desktop.

“It’s a map.” _Thank you, Captain Obvious._

A large map of Vale and the surrounding territories covered the desk, with a few locations drawn in by hand in the vast expanses surrounding the city. A large dot in the city seemed to indicate their location, while at least a dozen carefully drawn lines lead away from it. A few lines led to the hand drawn locations, but most took various routes to a single point well beyond the city limits.

Mountain Glenn.

“That’s not good.”

“What’s up?” Smit asked as both Honey and Randi glanced in their direction.

“Ruby’s done it again,” Lilly sighed, pointing out the location on the map for Smit. “Those four somehow managed to get a mission right where the White Fang are based. I swear, trouble follows those girls everywhere.” Honey and Randi went back to their tasks as Lilly addressed Smit. “Take some photos of the map. I’ll glance through these real quick,” Lilly held up her small stack of papers, “then call it in. We’ll let Goodwitch know what we found as well so she can pass it on to Ruby.”

“Got it, boss.”

Smit’s scroll began clicking as he circled the desk, getting multiple shots from different angles, as well as some close-ups of the various destinations. Lilly, for her part, began to rifle through the papers, quickly scanning them for anything useful.

The first few were mundane enough. _Business receipts. Signed contracts._ Nothing worth note. That didn’t last very long.

_All supplies received. Loading commenced ahead of schedule._

Lilly tossed the first few pages on the floor as she looked over the handwritten note, almost dropping the smaller slip of paper that was tucked behind the larger forms. The top corner was labelled with a date. _This must be the report he told the others about. Wonder what else there is here?_ She set the note aside, carefully examining each subsequent communication.

_First batch received. Expect rest in coming days._

_First shipment dispatched. Awaiting confirmation of arrival before continuing operation._

_Test flight complete. Routes B/C/E/H detected. Discontinue use. Recommend routes A/D/F._

Lilly quickly flipped to the last of the small notes, reading some instruction on cooperating with Torchwick several months ago. The note mentioned swift punishment for refusal, likely in an effort to head off any issues from the obvious disdain their members would feel at working with a human. _This place is an intel goldmine. They must’ve been operating out of here for at least a year. Pretty crazy how lax the security is for somewhere this important._

Lilly had to assume that was just a bad case of complacency. A Few Things had probably been up and running without incident for a long time. Without any real pressure, it was easy to imagine the men here relaxing a bit, leading to gaps in security, like the window they had crawled in. The departure of some of their personnel probably made things even easier. Knowing that their job was almost done, the terrorists stationed here were probably too busy focusing on their next assignment to care about the old one anymore. They’d made it a year without any issue. What were the odds of something on the last week?

Pretty low, but not impossible, considering where she was standing.

“How we lookin’, Randi?”

“All clear. No one’s come up since we got in.”

“Good. Honey, find anything interesting?”

Honey held up her pile of paperwork, waving it for emphasis. “Looks like details on shipping routes from Atlas. Mostly SDC deliveries, but there’s a few that detail military convoys as well. Doesn’t say what’s on them, but I doubt they were after the latest drill manuals.”

“Separate any that look useful and have Smit photograph them. I’ve got a few as well,” Lilly said, tossing the stack of notes down to slide across the desk. “You done with the map, Smit?”

“Got plenty of photos,” Smit called back from under the desk.

Lilly crossed her arms and sighed. “Why are you _under_ the desk?”

“Just a sec,” Smit mumbled. “Hope this works!”

“Hope what works?”

There was a loud clink of metal, followed by Smit falling backwards, the top of his head now visible over the desk. “Oh good, we’re not dead.”

“Not dead? What do you mean, not dead?” Lilly demanded incredulously. “What did you do?”

“Oh, you know, just taking care of a little surprise that guy left behind.” Smit held up a glass canister filled with a mixture of black and red dust. “Looks like our friend had a failsafe installed. Little dust bomb stuck under the desk.”

“A bomb?!?”

“Oh, relax. It’s harmless now.” Smit pulled himself up, setting the container on the desk. “Pretty basic looking thing. Probably has a detonator somewhere, but it won’t do any good without this.”

“Wait a second. Let me get this straight.” Lilly held a finger up. “You found a _bomb_ under the desk, and instead of telling anyone, you thought you’d just yank out the fuel source?”

“Pretty much. I saw it in a Spruce Willis movie once.”

“Spruce Will–” Lilly shut her eyes, pinching the bridge of her nose as words failed her. “Nope. Not gonna bother with that right now. While I’m glad we didn’t explode, maybe a little warning next time?”

“Found a rifle and some sort of dust-infused sword under there as well. Went ahead and tucked them behind the filing cabinets.” Lilly glanced at the cabinets to observe Smit’s handiwork, face palming when she could easily see both weapons poking out the side.

“Anything else, Spruce?” she growled through her hand.

Smit stifled his quick chuckle. “Nah, that was it, although there was an interesting line on the map between Vale and Mountain Glenn. Looked a little different from the rest.”

Lilly followed Smit’s finger to the suspect line. Unlike the flight paths, each made up of a dashed, color-coded line, the one Smit pointed to was a solid black line, with thin line segments crossing it all the way along. Where the other paths banked sharply or followed the terrain, this one was a straight shot connecting the two town centers.

“It…looks like train tracks,” Lilly thought out loud. “But, there’s no train in the center of Vale.”

“Is it hand drawn, like the others?” Randi asked from her post near the door, earning a quick nod from Lilly. “Probably just wanted to include the option of smuggling stuff out on the trains through Forever Fall. Not a very efficient method, but they might have needed a fallback if the bullhead method failed.”

 _Makes sense. They wouldn’t want to put all their eggs in one basket, after all._ If Vale had somehow caught on to their plans, air travel would have become much more restricted in response. Going by train would be the next best option, since the other choices were to either take a boat or truck. The gates were always heavily guarded, so that was pretty risky, while the docks incident had that area on high alert as well. _I’ll have to mention the train in my report. Might be good to keep an eye on that once we shut this place down._

Lilly’s radio clicked once, signaling that someone had hit the transmit button on the other end and released – the designated signal for a check-in request. Calling them might have blown their cover if there were guards nearby, but a simple clicking could be shrugged off, especially in a warehouse. Randi once again confirmed that they were alone as Lilly raised the device.

“Lilly here,” she began in a slightly hushed voice. “Sergeant Fredricks, do you copy, over?”

“I copy,” came the simple response. “What’s your status, over?”

Lilly filled the sergeant in on everything they had found, including the Atlas shipping records, telling him they had taken photos of it all for evidence. She could tell from his reply that he was impressed with their thoroughness, saying they would need the photos submitted to the precinct once this was over. Lilly quickly agreed, quietly pleased that they had found something useful.

“We also found a small explosive device, but my team was able to disarm it,” Lilly proudly stated, leaving out the method her idiotic teammate had used. “Pretty small device. I assume it was meant to destroy the evidence only, over.”

“Good work, team.” Lilly could hardly contain her excitement at the moniker. _He called us team, as in HIS team! He’s treating us as equals. This. Is. Awesome!_ A cynical part of her said she was being childish, but she ignored the poopy head and focused on the mission. “We are set up outside the cargo bay and will await your arrival. Once you’re here, we’ll breach and clear the facility, over.”

With only a handful of terrorists below, some unarmed and all with their guards down, the odds favored Fredricks’ squad significantly, but there was no guarantee they would come away without casualties. _They may be distracted, but these guys aren’t rookies, and those are Atlas rifles. They’re designed to work against Grimm. Wouldn’t take much to drop someone without aura._

“Negative.”

There was a brief pause from the radio at her sudden refusal, not to mention her forgoing proper etiquette for once.

“Say again?”

“We’ll draw their attention first. While they focus on us, you can breach from behind and clean up what’s left,” Lilly commanded with a confidence she didn’t really feel. Refusing a command was bad enough, but now she was actively ordering the sergeant and his men around. _It’s for the best,_ she tried to assure herself, failing at even that.

Smit’s mischievous grin wasn’t really helping.

“My team is better prepared to handle their gunfire,” Lilly continued, taking full advantage of the silence. “They have stolen Atlas weapons. My team is better equipped to deal with the threat and can draw their fire.”

Another short pause before the radio cackled back to life. “I’m not about to leave a bunch of kids to face these guys alone,” Fredricks growled.

“You won’t be,” Lilly assured him. “Just…let us get their attention first. That way, when you come in, we’ll already have them in a panic and can catch them in a pincer. If this works out, your squad walks out of here without a scratch. I can’t guarantee that otherwise.”

“Alright, alright, I get it,” Fredricks finally relented. “You know, it’s _my_ job to look out for my men, right?” A short laugh. “We’ll do it your way, but I don’t want any of you doing anything _too_ foolish, understood?”

Lilly caught the hint that he was still a little worried, but someone had to take a risk here. _Better someone with aura than a civilian._ Even with all their equipment, it would only take one lucky shot – or unlucky, really – and they would be doomed. A Huntsman, on the other hand, could probably withstand a good deal of gunfire before they went down. They may be only students, but with four of them, it would be unlikely they didn’t walk away at the end. _Plus, it’s not like we’re gonna just stand there and let them shoot us._

“Understood. Make sure your men are ready.”

“How will we know when to move in?” Fredricks asked. Lilly looked to Smit and nodded, causing a vicious smile to cross his face as the familiar flames roared to life around his hands. Taking the hint, Honey uncoiled her leash as Randi's armor clicked into place.

“Oh, don’t worry. You’ll know.”


	24. The Raid

Not-Perry eyed his opponent, searching for any advantage as he carefully considered his options. Three of his enemies had gone down easily enough. Now, he just needed to figure out this final adversary, and victory would be his at last. Where others had counted him out, he had proven them all wrong and now stood on the precipice of his greatest victory. Everything he had worked for rested on one final decision, and he wasn’t one to back down from such a fight.

With a confident smirk, not-Perry stared directly into that horrible set of eyes and proclaimed his answer.

“All in.”

 _Oh, tough luck Perry,_ Lilly thought as she watched from across the table. Rather, she watched through the eyes of the White Fang boss below as the brute eyed his hand one final time. _Three kings and two nines._ Unbeknownst to not-Perry, his boss relied less on luck and more on cunning, having exchanged an extra pair of kings for a three and a jack without being caught. Just out of curiosity, Lilly switched to not-Perry and saw the jack-high flush that inspired his ill-placed confidence. The bold bet would not go well for him.

Lilly disconnected and looked to Smit, whispering the results from below. Her plan had been to jump down and start the fight without warning, catching the White Fang off-guard, but Smit insisted on theatrics. Better to draw their full attention, he claimed. More likely, he just wanted to show off, but his assurance that it would provide more cover for the police outside made her relent. _I’ll trust him this time, but he’d better not screw this up. Not sure what he wants with the results of a poker hand, though._

“I got this,” Smit whispered back, shooting Lilly a thumbs-up as he strode up to the railing the White Fang boss had spoken from only minutes ago.

The rest of the team hung back, still concealed from those below but ready to charge forward once the fighting began. Smit’s plan was a little reckless, in Lilly’s opinion, but she had reluctantly okayed it after he promised it would work. Normally, she wouldn’t have caved so easily, but half of the room was unarmed and the rest weren’t really paying much attention. With Smit having the high ground and the team only a few steps away, she decided to give Smit a chance.

_What’s the worst that could happen?_

“Full house, kings over nines!” Smit gleefully announced from the balcony, drawing all eyes, and several guns, to himself. “Tough luck, Perry.”

_Dang it, Smit!_

“My name’s not Perry!”

“Can it, Perry!” the boss shouted, rising to look at Smit. “Just who do you think you are, interrupting my poker game like this?”

“Oh, where are my manners?” Smit laughed, taking a short bow. “The name’s Smit. A pleasure to make your acquaintance.”

The large faunus waved his men off, causing them to lower their weapons a little, even if none of them relaxed fully. “Well, _Smit_ ,” he growled, “first you break into my warehouse, then you cost me a good deal of lien. That’s not very nice of you.”

“Neither is cheating to beat Perry’s flush.”

“Hey!”

“Not another word, Perry!” Not-Perry quietly pulled his chips back from the center of the table, hoping it wouldn’t be missed. “As for you, mind telling me what you’re doing here, kid?”

“I am _so_ forgetful today.” Smit lightly smacked his forehead. “Ahem. You are all under arrest. You have the right to shut your mouth. Something about a lawyer. Eh, close enough.”

Lilly’s face impacted the floor.

The room was stunned into silence, but only for a moment. First, the boss snorted, then chuckled lightly. Pretty soon, he was holding his side as he bent over and burst with laughter. The rest of the room nervously followed suit.

“Heh heh. Woo. Good one, kid,” the boss said once he had recovered.

“So are you all going to come quietly, or what?”

“I don’t think so.” With a quick wave from the large faunus, Smit had several barrels trained on him once more.

Smit’s hands ignited as he smiled down on the faunus below. “I was hoping you’d say that.” Before they could react, Smit hurled a fireball at a cluster of nearby barrels. The resulting explosion launched the nearest three White Fang off their feet as Smit ducked back, narrowly avoiding the gunfire aimed at him.

“What was _that_?” Lilly demanded as her idiot teammate rejoined the group.

“Told ya I’d get their attention.” Smit wore a proud grin as he nodded to the cargo door. “You can thank me later. Pretty sure we’re about to have company.”

With that, Smit took a running start and vaulted over the railing, diving into the action below. Sure enough, the nearby cargo door exploded inwards, stunning a few of the grunts as a line of SWAT formed a wall of tactical ballistic shields just inside the breach. A few shots ricocheted off the hardened material, but Lilly knew the rest of the squad that would follow wouldn’t have such protection.

_Guess that’s our cue._

Lilly charged forward and jumped over the railing, landing directly beside an unarmed faunus who was hiding behind the overturned poker table. His eyes practically bulged out of his head when he saw her land. Before he could think to attack, Lilly hooked the handle of _Tantum_ behind his neck and tugged down, her knee rising to meet him halfway. The blow knocked the poor guy out in one go.

“No aura!” she called out as Honey dropped in beside her. They already planned to stick to non-lethal as much as possible, but it wouldn’t hurt to remind her team.

Gunshots rang out from across the room as several faunus, all in various uniforms belonging to A Few Things, charged in from a side door and raided the nearby weapons locker. Like the workers they had spotted outside, it made sense that some of the White Fang would be in disguise in order to maintain the faux-company’s façade. Lilly quickly angled the table to provide cover from the new threat, as the rest of the room was a little preoccupied with Smit’s rampage.

A shadow passed overhead as Randi used her spear to pole-vault all the way over the melee, landing with her shield – _Verteidigen_ , as they had recently learned it was named – fully deployed in front of the line of SWAT. She pushed forward, using her shield as a battering ram on the first faunus in her path. _Angriff_ lashed out to slice across another’s knee, causing the masked aggressor to drop her weapon and clutch the large wound with both hands as she rolled around the floor. Another charged forward to help his fallen comrade, but he hesitated as the snarling helmet turned to face him. That hesitation cost him dearly as Randi scooped him off his feet with her shield, launching him into the air as she pressed on to another target.

“Honey, go help Smit clean up.” Lilly looked at the leader, who was making a break for the stairs with two guards. “I’m going after the big guy.”

“Be safe,” Honey said, giving Lilly’s hand a quick squeeze before jumping over the table and lashing out at the nearest opponent. Her dust whip struck the muzzle of a rifle, rendering the weapon useless as a thick layer of ice surrounded the end. In his haste to clear the jam, the White Fang grunt fired again, only for the ice to hold and the resulting energy to backfire and burst through the firing chamber, disabling the gun and burning the hands of the unfortunate faunus.

The tide had quickly turned in their favor as Lilly reached the two guards covering their leader’s retreat. Already, several White Fang had surrendered, recognizing they were outnumbered, surrounded, and had nowhere to run. The few stubborn enough to fight on were being picked apart by her teammates with ease, allowing the police to hold back and avoid any risk. It was only a matter of time until the fighting would end.

“Surrender!” Lilly shouted at the leader as he mounted the stairs.

“You two, buy me some time!” he yelled back, not even turning to look as he raced up the stairs, taking them two at a time. The guards looked uncertain as Lilly approached but stood their ground.

“Out of my way, Perry!”

“My name’s–”

 _Too easy_ , Lilly thought as _Tantum_ impacted not-Perry’s head and sent him to the ground. The remaining guard, the bunny-girl from earlier gasped at the sudden defeat of her comrade but didn’t step aside. Lilly could see the nervousness in her eyes as she wielded a single baton against a superior opponent, the simple, black thing trembling in her hands.

“Stand down. There’s no need for you to get hurt,” Lilly said, pausing briefly as she saw the girl consider her options.

The bunny-girl shook her head, dispelling the offer with a reluctant sigh. “I-I’m sorry. I can’t. If the boss found out–”

“He won’t,” Lilly assured her. “If he asks, I’ll say you fought admirably, but we both know I’m getting through here one way or another.” Lilly prepared to attack, but was pleased to see the girl drop her weapon and surrender, allowing her to push past and up the stairs.

Through the thick office window, she could see her target rushing to the rear of the room. She kicked open the door to find him hunched over the small table in the back, frantically relaying a message.

“I say again, Vale Alpha has been compromised. We need-ah!” The large faunus whirled in her direction, throwing the radio across the room. Lily ducked as the clunky thing smacked against the wall behind her, but it served to distract her as he dove for the desk and reached underneath. His face paled when his hands came back empty.

“Did someone misplace their weapons?” Lilly taunted as she slowly approached. “What a shame. And here I was hoping for a decent fight.”

“I don’t need my sword to take on a little girl,” he snarled, pulling a large dagger from his boot and leaping over the desk.

The blade angled for her throat, but Lilly managed to bring _Brevis_ up in time to deflect the blow. The sheer weight behind his hasty attack drove her back a step, but her guard held. His foot came around for her waist, narrowly missing as Lilly stepped back and brought _Tantum_ down on his exposed knee. Had it been one of her earlier foes, the strike might have snapped the leg like a twig. Instead, his kick sailed downwards as the familiar shine of aura prevented further damage.

 _Someone with some actual training for once_ , Lilly thought with a vicious grin. _Good. I’m tired of holding back._

His next swipe caught on the handle of _Brevis_ , just as the shotgun blast sprayed his face with shrapnel. When he staggered back from the blow, Lilly ducked beneath the blind haymaker, striking his gut with the end of _Tantum_. The impact knocked the wind from him, but he managed to grunt through the pain and stab down at her back. Rather than give up her advantage, Lilly allowed the blade to skitter across her arm, her aura preventing any real damage from the blow. Meanwhile, a trio of shots rang out from _Tantum_ , each one striking his leg. While none of them broke through his aura, the sheer force made him stumble to the side. A roundhouse kick to his ribs toppled the gargantuan faunus. Before he could recover, she placed a knee on his chest, shoving the business end of _Brevis_ under his chin. She had no interest in repainting the walls with his gray matter, but he didn’t know that.

“What do you have planned for Mountain Glenn?” she demanded, leaning just enough to put pressure against his throat.

“N-never heard of the p-place,” he choked out with a cocky grin.

“We already saw the maps, so you can drop the act.” The large faunus kept his poker face intact, so Lilly decided to push further. “In fact, we already have a team on the ground there as we speak. Face it, you’ve lost.”

“Lost, eh?” His smile seemed out of place for someone staring up at an angry Huntress with a shotgun. “As long as my brothers keep fighting, I haven’t lost a thing. The day will soon come when all of Remnant will bow before our might. Too bad you won’t be around to see it.”

The burly faunus flipped his dagger around, revealing a small button on the bottom of the handle. He turned his face towards the wall and shut his eyes tight as he pressed the button.

Nothing happened.

His eyes shot open in panic as he pressed it a second time, then a third. By the fourth, he knew something was wrong.

“Oh yeah, I forgot to mention we already found you’re little failsafe under the desk. My teammate disarmed it already.” The less said about his method, the better. “Sorry, but no going out in a blaze of glory today.” With a frustrated growl, the boss swung once more for Lilly’s throat, but she batted it aside with ease, knocking the blade from his hand.

“I’m not telling you anything, filthy human,” he spat.

“Whatever you say. We already combed through all your notes, anyways. I’m sure we’ll find out everything we need soon enough. Enjoy your nap!” His aura finally gave way with the final strike to his head, rendering him unconscious. As she rose, the door behind her burst open. Sergeant Fredricks barreled into the room, handgun instantly locking onto the downed faunus as he took in the situation. Her teammates quickly rushed in behind him, lowering their weapons once they caught sight of Lilly. Seeing the room secured and threat already neutralized, Fredricks quickly composed himself, holstering his gun as he locked eyes with her.

“Good work…all of you,” he called over his shoulder, before turning back to her. “The facility has been secured with zero casualties on either side, thanks in large part to your team’s efforts. He give up anything useful?” the sergeant asked, pointing to the downed form behind her.

“Not really,” Lilly answered, shrugging. “I caught him on the radio saying this place was compromised, then he attacked me. Tried to blow the place up, but Smit found the bomb earlier and disarmed it. You should’ve seen his face when nothing happened.”

“Man, I would’ve paid good lien to see that,” Smit joked. “Guy even land a single blow?”

“Only the one I let him,” Lilly answered proudly before returning her attention to the mission. “They mentioned a relief force coming in a few hours. Might want to keep an eye on the place.”

Fredricks nodded in agreement. “I’ll see if we can do something about that door, then. No reason to spoil the surprise. We’ll set up a team inside and ambush them once they arrive. Maps showed the locations of a few bases in the surrounding forests. We’ve alerted the local Huntsmen and will be dispatching a team of our own to the nearest one soon.”

Lilly figured they’d want to move fast on the outlying bases, as there was no telling if the White Fang displaced from time to time. The intel they gathered might only be good for a few days if that were the case. Even worse, with her slumbering opponent having gotten word out of the raid, the other bases might already be mobilizing. Unlike the fixed addresses on Tukson’s note, the outer bases could probably move within hours, meaning they needed to act fast if they wanted to catch anyone.

“I tried to get more information about their operations in Mountain Glenn, but the guy refused to talk. We need to get back to Beacon and report on our findings. Team Ruby is already there and could be in trouble.”

“Understood.” Fredricks lead them out onto the balcony once more as three of his men moved into the office, handcuffing the unconscious faunus and beginning to analyze the scene. Smit had already sent the photos to the precinct, as requested, but there was no reason to assume they hadn’t missed something. “Captain Redcliffe has a bullhead waiting for you at the precinct. The van outside will take you there. You can drop off your badges and radio once you get there. You’ve done your city proud today. Your performance speaks well of both yourself and Beacon.”

“Guess we better head out,” Smit interjected before Fredricks could continue his patriotic monologue. “We can call Goodwitch on the way and give her the basics. Thanks for everything, Sarge.” Smit took the sergeant’s hand and pumped it vigorously up and down, then headed for the stairs. Lilly could only roll her eyes as she followed the idiot through the warehouse.

Outside, several police vehicles were being loaded with the captured terrorists. A trio of ambulances was already on scene, their paramedics examining some of the more injured White Fang. A few looked to be in need of further medical attention, with one already being loaded into an ambulance for transport. Lilly wondered what the hospital would say when they arrived, patient strapped down and with a police escort, judging by the two officers climbing in beside the gurney.

The van that awaited them wasn’t the same one that took them to Tukson’s, but Lilly could only tell the difference from the license plate. The driver already had his orders and carefully wound his way out onto the main road, heading away from the warehouse and back towards the heart of Vale.

“Well, that was…interesting,” Honey summarized, unsure of how exactly to describe their adventure.

“We did well today,” Lilly assured them. “Thanks to us, a major White Fang facility has been shut down and the city has leads on more of their operation than ever before.”

“Of course. I just thought our big team mission would be a little…um…”

“Longer?” Randi offered.

“Yeah, that’s it!” Honey loudly agreed.

“It was pretty quick.” Smit chimed in. “I mean, most of the teams are out for at least a few days. Some of the upper years are gone for over a week at a time. Ours lasted hours.”

“What’s wrong with that?” Lilly asked the group. “We not only solved the murder, we went beyond our mission and took out an entire warehouse of the White Fang. I would think doing all of that in half a day would be even better. Now we can go back to Beacon and relax.”

“Yeah, I get that. Go us and all, but…” Smit drawled out, trying to figure out the words to say. “I don’t know. I was really looking forward to some epic, multi-day adventure scouring the city for clues and working with the cops to uncover some sinister plot. Instead, we find a list, check out _one_ address, beat up a handful of auraless grunts, and are home in time for dinner. Just seems a little anticlimactic, ya know?”

Lilly pulled out her scroll, scrolling through her contacts to find Miss Goodwitch’s info and report on their success. “Fine. Maybe it was a little quicker than I expected, but that’s just a testament of our skill. Not every mission has to turn into a giant robot fight. We’re not Ruby, after all.” Smit snickered at the joke. “If it really bothers you all that much, I’ll ask if we can help with any of the other locations on the list.”

Smit whooped for joy, pumping a fist in the air and incidentally punching the top of the vehicle. It wasn’t enough to damage the roof, but that didn’t stop the driver from glaring at them in the rearview mirror.

“Hey, Smit, can I see those photos for a moment?” In response, Smit tossed his scroll to Honey, who quickly began swiping through the photos before her eyes narrowed on one. She studied it for a moment, then flipped to the next. By the third, Lilly started to wonder what was up.

“What you got, Honey?” she asked, holding off on her call in case there was something more to report.

“You remember those Atlas shipping manifests I told you about?”

“Yeah, what about them?”

“Well, your ‘giant robot’ comment got me thinking, so I looked over the forms again.” Honey held the scroll out for Lilly to look at one of the photos. “There’s some notes in the corner about some sort of ‘walkers’ and a few other things. What if that’s referring to those Paladin robots?”

Lilly snatched the scroll, zooming in slightly to see the handwritten note, then scrolling back to the previous photos. On each one, there was a quick list including things like walkers, powder, pencils, and tubes. Lilly doubted the White Fang was stealing mobility equipment for the elderly from the Atlas military.

 _Pretty basic code. Guess it wouldn’t make sense to talk openly about such things, especially over scrolls or radio. Never know who could be listening in._ Powder was an easy one – dust. Tubes sounded like guns. Pencils were a little more vague, until Lilly remembered that lead was slang for bullets. With how straightforward the code was, it was hard to imagine walkers meant anything other than Paladins.

Considering the quantities listed, Lilly suddenly felt quite nervous as she dialed Miss Goodwitch.

“Ah, Team Laser, how goes your mission? Is something the matter?”

“We’re fine, ma’am,” Lilly answered, making sure to angle the camera so that only she was in the shot. “Actually, I was calling to report on what we found.”

“Is that so?” An honest look of surprise crossed Goodwitch’s face, before being wiped away almost immediately by her usual sternness. “We require all final reports to be done in person. I assume you are on your way back to Beacon?”

“We have to stop at the precinct to return our gear first, but they have a bullhead waiting for us.”

“Very well. Then I will see you soon.”

“Wait!” Lilly called out, admittedly louder than necessary, but she had to make sure Miss Goodwitch didn’t disconnect the call before she could relay the more important details. “Sorry. We…um…that is…we found some intel that seemed urgent enough to pass along. Information regarding Mountain Glenn.” Miss Goodwitch’s brow furrowed at the mention of the location. “That…that’s where Ruby’s team went, isn’t it?”

“It is.” Goodwitch paused to look around, then hurriedly walked into a room, closing the door behind her. “Tell me, what did you find at this White Fang base of yours. Leave nothing out.” There was an urgency in her words that Lilly wasn’t used to hearing.

“We managed to sneak into their office without being detected,” Lilly began, trying to skip over the mundane details and get straight to the more relevant information. “There was a map showing bullhead routes to various bases outside of the city, but mostly to Mountain Glenn. It looks like they moved all their dust and supplies out of the city and were in the process of pulling their men out.”

“Understandable. Ever since your encounter at the docks, the city has been cracking down hard. With the increased pressure, it makes sense for them to pull back, if only to reorganize while things calm down. Continue.”

“It looks like they had SDC shipping manifests, which is probably how they kept acquiring so much dust,” Lilly guessed.

Lilly had glanced through the documents, noting the various methods the SDC had tried to thwart the White Fang raids. Send bullheads, and the White Fang would shoot them down in the middle of nowhere. Go by train, and they would sneak men on board mid-transit. Increase security, and the raids would be carried out by Huntsman-level operatives. Boats were safest, due to the White Fang’s lack of a naval presence, but that took far longer and increased the risk of Grimm encounters. Even when their shipments made it through, with Torchwick on their side, the White Fang would just steal some of it within the city itself.

“So, a spy within the SDC?” Goodwitch pondered. “I will have to inform General Ironwood so he can pass it on to Jacques.”

“Th-That’s not all, ma’am,” Lilly stammered. “They had manifests for Atlas military convoys as well. Most of their weapons appeared to be stolen Atlas tech, but some of the shipments contained…well…it said ‘walkers’ on the papers, but I think they meant Paladins.”

That garnered a reaction from Goodwitch, concern overtaking her in an instant. “How many?”

“Too many. Dozens, at least.”

Paladins. The monstrous mechs that Atlas had only recently released. Torchwick had one briefly, but he claimed they had more. If the reports they uncovered were true, the White Fang had a _lot_ more, it turned out. It took six of them to take down a single one with an inexperienced pilot. How much devastation could a fleet of those things do, especially if the White Fang had months to practice with them?

The screen began to jostle violently as Miss Goodwitch set the scroll down on some sort of desk, then rummaged through the drawers until she pulled out yet another scroll, possibly a personal one since it didn’t bear the familiar Beacon insignia on the back. Within a few seconds, she was already barking orders to some unknown recipient.

“Hold all bullheads that have yet to depart.” Some muffled response. “Yes, all of them! I don’t want a single pilot lifting off until I get there.” After some sort of confirmation, she disconnected the call and turned back to Lilly. She snatched the device off the desk and began hurriedly walking down a hallway. “I _told_ Ozpin that area was too dangerous. Are you absolutely certain it was Mountain Glenn?”

“Yes, ma’am,” Lilly confirmed, glancing to Smit. “We have photos of everything we found and can send it to you for confirmation, but the map clearly showed Mountain Glenn as the primary delivery point. Most of it was by bullhead, but there were also markings for a train line leading directly from Vale to there.”

Miss Goodwitch screeched to a halt. “A train, you say. From Vale to Mountain Glenn?”

“Yeah. Pretty much a straight shot. We’ll send you a copy.” Smit nodded and fired off the photo of the large map. It took only a moment for Miss Goodwitch to receive the file.

“No, that’s not…” Goodwitch produced the second scroll once again, her face more frantic than before as she waited for her call to connect. “Professor Oobleck.” Some sort of protest. “There’s no time for that! Have you found any evidence of White Fang activity in the area?” She waited for an answer. “We have reason to believe they are using the underground city. They are heavily armed and may be in possession of numerous Paladin units. Even worse, it appears they plan to reopen the Central Line. Yes, _that_ Central Line. My thoughts exactly. I will have a team in the air momentarily to back you up.”

“Miss Goodwitch?”

“No time to explain,” Goodwitch snapped back, resuming her path through the school and earning a few startled yelps as students likely dove out of her way. “You four get to the police precinct as soon as possible. I’m sending another team to join you, along with Professor Port. You are to follow his instructions without question, understood?”

“Yes, ma’am,” the instinctive response rang out from the four.

“Good.” The picture showed Goodwitch had made it outside. “I have to go. Stay together and stay safe.”

The call cut out suddenly, leaving nothing but a call summary screen for Lilly to stare at, wondering what on Remnant had just happened. Her team seemed to be in a similar state of shock.

“What was _that_ all about?” Smit shouted, looking to Lilly for answers. The other two followed suit, somehow deciding that Lilly would magically know everything.

“I…I don’t know,” Lilly admitted, putting her scroll away as she tried to piece everything together. “It sounds like they’re sending more people to Mountain Glenn to help Ruby.”

“I get that, but why are we being holed up in a police station?”

“We aren’t supposed to leave the city, remember?” Randi offered, much to Lilly’s relief. “Besides, it sounds like Goodwitch has a lot on her plate. By leaving us here, we can make a detailed report to Captain Redcliffe and are one less thing she has to keep track of.”

Yet again, Lilly was thankful to have Randi as the voice of reason. _Yeah, we just need to stay out of the way while Miss Goodwitch handles matters in Mountain Glenn. Once they take out that base, we’ll go back to Beacon. Nothing to worry about._

“Then why are they sending another team to support us if our mission is over?” Smit’s question poked several holes in Lilly’s newfound confidence. “If this is as serious as she made it sound, why waste an experienced Huntsman and an entire team to babysit us? Do they not trust us or something?”

Mercifully, instead of everyone demanding answers from Lilly, their eyes turned to Randi on this one. Unfortunately, her response was less inspiring than before.

“I don’t know,” Randi shrugged.

“Well, whatever’s going on, it seems Team Ruby has stumbled into another mess.” Lilly couldn’t even pretend to be surprised, given that team’s track record of late. “Sounds like they may have found a major White Fang base.”

“With all that dust and the Paladins, I wouldn’t be surprised if they had a huge number of troops there, too,” Randi said. “Torchwick might even be on site.”

“Miss Goodwitch seemed concerned about the train,” Honey added.

“Yeah.” Smit rubbed his chin, deep in thought. “She called it the Central Line. Wonder what that was all about?”

“There _is_ no Central Line, though.” Once more, Randi had their attention. “I took a train to reach Vale, but there was no Central Line listed. Miss Goodwitch said something about _reopening_ it, too. Why would they want to rebuild train tracks? Wouldn’t someone notice that kind of activity?”

“Whatever they’re up to, we can assume it’s serious,” Lilly commented. “I doubt they’ve been collecting weapons for fun.”

“They’ve got more than enough dust to equip a small army,” Smit pointed out. “Plus, those notes showed _dozens_ of Paladins.”

“With that kind of firepower–”

Lilly’s thoughts were interrupted as the sound of a large explosion tore through the air, followed by what sounded like hail…if the hail were the size of bullheads. Their van was thrown sideways, nearly tipping over before falling back to four wheels with a shudder. The driver slammed on the brakes.

As the initial boom faded away, an eerie silence descended over the city, as if every citizen of Vale held their breath to see what came next. The wail of a siren pierced through the oppressing hush as smoke began to billow over the buildings ahead, coming from the direction of the precinct...and the Town Center.

“–they could attack Vale itself.”


	25. The Breach

A pillar of blackened smoke lazily rose into the sky ahead as the city’s emergency siren continued to wail. Terrified civilians rushed away from the unknown calamity, but some stood with scrolls held high, capturing video of the scene. _Nothing but smoke and panic to see, but some people will record anything, I guess._ Worse were the few that she saw actually heading towards the Town Center, curiosity winning out over common sense. Lilly couldn’t be sure what awaited them, but she figured they’d better get there first.

“Drive!” she screamed in the ear of their stunned driver. The man jerked back as he snapped out of his shock, activating the vehicle’s sirens as the accelerator met the floor. The sudden movement threw Lilly back into her seat, but her eyes remained focused on the smoke ahead.

“What on Remnant is going on?” Smit yelled, straining to be heard over the sirens of both the van and the city.

“Nothing good,” Lilly answered. “I’d wager the White Fang just made their move. Whatever it is, we need to get there _now_!” Lilly was flung into the back of the driver’s seat as the vehicle screeched to a halt. She was about to ask why they were stopping when the sight ahead answered for her.

A flood of bodies surged towards them, people desperately fleeing some unseen horror. There was no way for them to push through without risk of running someone over. The sound of hundreds of screams and wails rooted Lilly to her seat, helplessly watching as the human tidal wave finally reached them. The van rocked slightly as the horde crashed into them, banging against the sides as they fled. The team watched in horror as a young man, carrying a small girl and looking back over his shoulder, collided with the front of their vehicle. The child landed on the hood as he slid off to the side, disappearing into the stampede as the girl turned around, frantically searching for the man’s return without success.

After the longest seconds of Lilly’s life, the surge of bodies finally began to subside, taking it’s haunting chorus with it. The rush of people dwindled down, the slow and injured unable to match the pace but doing their best to keep up. As the street cleared, however, Lilly was greeted with a far worse sight.

Well over a dozen bodies littered the pavement, some trampled beyond recognition as the unforgiving surface was slowly stained red. Some were able to drag their battered forms toward the sidewalks, but more showed no sign of moving. The girl on their hood, bleeding slightly from where her head had impacted their windshield, shrieked as she clambered down to the man that had tried to save her…or what was left of him.

Lilly’s mouth was bone dry, having unwittingly left it hanging open through the entire ordeal. She slowly turned to look at her team, finding them in similar states of shock. Honey looked to have shrunk several inches as she huddled in her seat, shielding her eyes from the horror outside. A slow stream of tears slipped through and dripped to the seat below. Smit looked like he wanted to say something, but couldn’t muster a sound as his mouth mindlessly tried to form the words. Randi just stared ahead at the devastation unblinking.

They all jumped as a hand slapped against Lilly’s window, leaving a red handprint behind as a woman in a business suit cried for their help between sobs. Her other hand was pressed against her side, trying to staunch the blood from some wound. With someone to focus on, Lilly recovered her senses enough to order her team out of the van. The driver followed suit, still hazy-eyed as he blindly followed her lead.

“Officer, I need you to help these people.” Lilly just managed to catch the injured woman as she stumbled to the side. Carefully, Lilly walked her over to a nearby diner, sitting her down in one of the few upright seats outside. “My team and I need to push forward.”

Honey gasped and looked around at the injured civilians crying out for help. “W-Wha…” Her partner’s mind struggled to catch up. “B-but what about _them_? We can’t just leave all these people here. They need our help!”

“There’s no time!” Lilly yelled back, stunning the girl into silence once more. “None of us have any medical training.” Beacon had optional classes for things like first aid, but not for first-years. “They were fleeing something. The best we can do is track down that something and put an end to it. If we stop here, it’ll just mean more like them elsewhere. Move out!”

Lilly made sure to focus their driver on the injured woman, then jogged in the direction the mob of people had come from. She doubted it was coincidental that was the direction of the smoke. She wished she could console her partner – get her head back in the game, so to speak – but there really wasn’t time for that. Every moment they wasted here would be another body. It would probably seem callous to those they left behind, but Lilly had a responsibility to those ahead.

“Mommy?”

“Help me!”

“Has anyone seen my daughter?”

“P-please…don’t leave us…”

No matter how hard she tried, Lilly couldn’t block out the pleading voices as they passed by. She felt a hand grasp at her ankle, but kicked free and continued down the street. In her mind, she knew she was doing the right thing, but her heart ached with every step. _There’s no time,_ she reminded herself again and again. With singular purpose, she led her team past the battered and broken bodies.

They were nearing the epicenter now. Once they rounded the next corner, it would be a straight shot to the plaza and whatever awaited them. Lilly could hear the sounds of gunfire, explosions, and worst of all, roars from up ahead. A man charged around the corner, pulling a smaller woman by the hand. His eyes fixed on them and he raised his free hand to signal them, mouth opening to cry out.

The startled scream of the woman interrupted him. He jerked his head back in terror, then did his best to throw her further down the street. She bounced once, then skidded across the smooth pavement as he watched in a mixture of fear and relief. That was the last Lilly saw of him as an Ursa rumbled around the corner, a single paw splattering him against the nearby storefront.

“Grimm?!? In the city?” Hearing Randi shocked by something was rare, but Lilly couldn’t bring herself to savor it as a pair of Beowolves charged past the massive Ursa, eyes quickly locking onto the woman several feet away. She cried out some name, likely of the man that had just saved her, but made no move to flee as her doom approached. The first Beowolf lunged through the air…

 _Angriff_ sailed past her, the end of the spear piercing out the back of the monster’s throat. The beast fell forward lifelessly, its body propped up as the end of the spear caught on the pavement, keeping it from crushing its victim and killing her, even in death. The second turned and roared its displeasure, only for a volley of fire and dust rounds to explode against its chest, throwing the Grimm through a glass door with a loud crash. Honey’s whip caught the Ursa around its gargantuan throat, glowing bright red and sizzling until the decapitated monstrosity slumped to the side.

“Run! Get out of here!” Lilly shouted at the still cowering woman, pulling her to her feet and shoving her away. She didn’t seem to fully understand what was happening, but she followed the momentum and fled.

Randi used her shield to free her weapon from the fading corpse of the Beowolf while Smit checked on the one he and Lilly had downed, ensuring it was dead. They each looked to her for guidance.

“We’re still two blocks from the heart of this mess.” Lilly pointed to the smoke for emphasis. “Whatever’s happening, expect large quantities of Grimm to be present.” If they were already encountering them this far out, the Town Center had to be swarming with Grimm. “I can here gunfire ahead. We’re not alone. Our main priority is containing the Grimm before they can push further into the city. If we can, we’ll drive them back and join those fighting ahead.”

_Not the most inspiring speech, but it will have to do._

Her three teammates nodded in agreement and followed as she charged forward. Honey and Lilly took the right side of the street, while Randi and Smit claimed the left. Some of the doorways they passed were smashed in and she could hear the Grimm inside moving about, but the horde ahead commanded their attention.

Lilly had never seen so many Grimm in one place before. Creeps. Beowolves. Boarbatusks. Ursai. She could even see huge Deathstalkers and King Taijitus further ahead, dual heads and stingers poking high above those closer to them. She had to assume the dark shapes on the horizon weren’t friendly either. Some of the more adventurous Grimm could be seen darting into alleyways, spreading out in every conceivable direction and dashing Lilly’s hopes of containment. Dozens of glowing, red eyes turned to face her, proving their arrival had not gone unnoticed. The mixture of grunts, growls, hisses, and howls sent shivers up Lilly’s spine, but she pushed through it as the first wave charged at them.

“Don’t let any past!” she screamed, doing her best to hide the terror mounting inside of her as she rushed forward to meet the oncoming charge. _Better to fight in the street than in this intersection. As long as we can keep from being surrounded, we have a chance._ The snarls from the nearby buildings weren’t promising, but better one or two on her flank than a street-full.

Being faster than many of their larger kin, a line of Beowolves bore down on the team first, splitting into smaller clusters as each member of the team drew attention to themselves. From the corner of her eye, Lilly caught sight of Honey’s whip lashing forward, freezing the hind leg of a charging Beowolf. Momentum suddenly halted on one side, the monster tumbled over into the path of another, letting out a pained whine as its fellow’s claws tore into its back. A ball of fire exploded against another to Lilly’s left, but three set of eyes were still focused on her and closing fast.

 _Tantum_ bucked in her hand, sending a well-placed round through the eye of her nearest foe. The beast’s roar of displeasure quickly died away as it fell, small motes of black already drifting into the air. She didn’t have time to celebrate, though, as the second closed the gap, swinging its massive paw at her head in a quest to avenge its fallen comrade. Lilly kicked her feet forward, sliding between the beast’s legs as _Brevis_ discharged a spray of shrapnel into the snarling face above her. Still on her back as she continued past the toppling form, she had no choice but to cross her weapons in front of her to block the third’s downward strike. The sheer size of the creature above her had her arms straining against the blow, but it soon relented as the mindless fury of the Beowolf had it rearing back for another strike.

It never got the chance, as a familiar red line wrapped around its throat. With a quick tug, Honey’s weapon tore through the furry neck, giving Lilly the chance to kick off the ground. It took only a moment for her eyes to dart to her three teammates, quickly reassuring herself before she returned her focus to the press of bodies ahead.

Even if there were only four of them facing down a never-ending attack, Team LHSR was soon carving their way towards the Town Center, a trail of dissolving bodies in their wake. The buildings on either side forced their opponents to face them head-on, which didn’t exactly favor the Grimm. Beacon was a premier Huntsman academy for a reason, after all.

The mindlessness of the Grimm proved their undoing as Lilly’s team fought through the street, slowly but steadily gaining ground. An intelligent opponent would have sought to surround them or overwhelm them with a unified charge. Instead, some of the Grimm would pause to roar their hatred, leaving their more reckless brethren to fight alone. Twenty against one would have been a death sentence. One or two at a time proved far less effective.

As they continued their reclamation of the street, the horde became a more diverse mixture. Lilly braced herself as a Boarbatusk crashed into her, forcing the back of her tonfa into her own face as she broke the charge. She grunted through the pain, pushing upwards to expose the soft underbelly and letting _Brevis_ do what it did best. A squad of Creeps – strange subterranean abominations that might as well have been large mouths on two legs – squealed in pain as fire exploded against their faces. _Angriff_ erupted through the top of an Ursa’s head as Randi blocked the large teeth of a King Taijitu with _Verteidigen_. The large, snake-like head reared back, only to crash to the ground in a block of ice, earning Honey a grateful nod as Randi’s spear found a new head to pierce.

As they neared the Town Center, however, their progress began to slow. Just ahead, an intersection boded poorly for their strategy. It wasn’t much further to their destination, but they would have to abandon their main advantage in order to push through, exposing themselves to a three-pronged attack.

Lilly reversed her grip on _Tantum_ , hooking the handle behind the neck of a smaller Beowolf and pulling it downward, smashing its face into the curb with a sickening crack. “There’s too many!” she yelled, straining to be heard over the raucous crowd still standing in their way. _No matter how many we kill, they just keep coming_. “I’m not sure we can push any further!”

“Help is on the way, remember?” Randi shouted back, ramming her spear through the gaping mouth of a Creep with such force it managed to strike the one behind it as well. Randi quickly braced her foot against the first and pulled her weapon free, flinging much of the blood and gore off with a quick snap of her wrist. “Goodwitch said Port and another team were on their way to us! We just need to hold out until then!”

Lilly nodded in understanding, recalling Miss Goodwitch’s instructions to them. _It’s gonna take a lot more than that, but I have to assume others are being deployed around the city._ The bark of gunfire ahead showed their unknown counterparts were still up and kicking, but she dreaded to imagine how bad it was for them. _There’s so many here, but it must be ten times worse for them. We just have the leftovers to deal with._ If this was nothing more than the overflow from the Town Center, the place had to be crawling with Grimm.

As loathe as Lilly was to admit, their best plan was to hold the line for now, effectively shutting down a major pathway into the city. The injured they had passed wouldn’t stand a chance if any of the Grimm slipped through. That meant other routes remained open, but there was nothing Lilly could do about that. _You can’t save everyone. Focus on saving who you can._ It was the logical decision, even if it did little for the mounting guilt in Lilly’s chest.

“Hold here!” she ordered. “We have to keep them contained until help arrives!” Lilly didn’t wait for an acknowledgement as more Grimm charged in. A large Ursa reared up in front of her, prepared to slam its considerable bulk down and end her in one fell swoop. Knowing better than to try to block something like that, Lilly rolled past it, seeking an opening on its exposed flank.

She never noticed the Alpha Beowolf lurking beyond, but it sure noticed her. Mid-roll, there wasn’t much she could do but wait for the inevitable pain as a vicious set of claws sped for her.

“Lilly!”

A wave of heat washed over her as fire erupted against the monster’s snout, but her view was soon blocked by Smit’s back as he charged between them. Everything seemed to slow as Lilly watched the scene unfold. She tried to call out to him – call him an idiot – but all that came out was a startled squeak as the paw connected with her teammate, launching him off his feet towards the surging mass of death. His aura flared slightly from the impact, but held. That was a relief, but aura couldn’t hold forever, and the triumphant chorus of rage he was sailing towards heralded a dark promise.

Aura could hold against many things, but eventually, it would give way. You could take a few blows from even an Ursa before you had to worry too much, but dozens of Grimm? With the fighting they’d already been through, both in the street and at the warehouse beforehand, none of them had escaped unscathed. Little scratches and bites could be shrugged off by themselves, but quantity had a quality of its own.

Lilly’s voice finally broke through as she watched her teammate – her friend – hurtle towards his doom. “Smit!” was all she could get out, voice trembling as she clambered to her feet, reaching out with one hand in the vain attempt to somehow halt his momentum. Smit’s eyes shot to her, wide with fear. It wasn’t a look Lilly was familiar with. As much as she couldn’t bear to watch, she couldn’t tear her eyes away from his.

One particularly large beast, either unwilling to wait for Smit’s arrival or too greedy to share with the others, lunged forward, intent on pulling Smit down before he reached the ground. Its charge was halted as _Verteidigen_ crashed into its face, providing a springboard for Randi to kick off of. Arms outstretched, the flying faunus met Smit halfway, tackling him away from the horde before rolling back to her feet and dropping Smit behind her. The shock of the moment snapped Lilly out of her odd perception of time. The Alpha Beowolf who had nearly cost her a teammate didn’t even have a chance to recover before Lilly unloaded a shot from both _Tantum_ and _Brevis_ into its face, then rushed over to help Smit up.

“You catch the plate of the truck that hit me?” Smit laughed as he clambered onto his feet.

“You idiot!” Lilly screamed, slapping his arm hard enough to make Smit stumble a step. “What were you thinking?”

Smit looked at her with confusion, then shook his head. “Sorry for saving you. I’d love to say more, but we kind of have other matters to attend to.” To prove his point, Smit’s fist raced past Lilly’s head, catching the underside of a Creep mid-air and launching it into the face of a nearby Ursa. “Oops, guess I did it again. Sorry.”

Lilly felt the urge to “accidentally” discharge _Brendis_ in his smug face, but figured she would wait until they weren’t facing their imminent demise.

A series of explosions struck a building ahead, the resulting shockwave throwing a few smaller Grimm to the side. A strange snapping sound punctuated a loud groan as the whole building swayed briefly, then collapsed to the street below, cutting off their right flank and crushing untold numbers of Grimm beneath the rubble. The ground shook at the impact, stumbling both the team and many of the Grimm ahead. A cloud of dust shot out, briefly cutting off Lilly’s view of the remaining Grimm, but cleared soon after. Randi was already among the horde, taking full advantage of the momentary pause to thin the crowd a bit. Lilly let out a cheer and rushed in to join, her arrival being preceded by a trio of fireballs and the tip of a whip.

With a third of their problem suddenly removed, Team LHSR soon found themselves prevailing once more. It seemed the path to their left led away from the Town Center, as the flow soon dwindled and allowed them to focus on one direction once more. An explosion ahead created a gory gap for them to push through. Those fighting ahead seemed to not only have substantial firepower, but their errant shots quickly turned the battle in their favor.

“Keep pushing! We’re almost there!” This time, Lilly’s encouragement was met with a cheer from Smit and Honey, Randi being too busy to respond as she led the charge, swatting away Grimm with contemptuous ease now that they had reclaimed the advantage. Up ahead, the road curved slightly, heralding their destination. _Just a little further and we can join up with the others._ Another explosion, followed by a burst of gunfire, assured Lilly that they were still in the fight. Lilly angled _Tantum_ to deflect a blow from an Ursa, just in time for Randi to strike, skewering the beast under the armpit before moving on in her whirlwind of slaughter.

Lilly added several more Grimm to the trail of destruction behind her as a burst of gunfire tore through a Beowolf’s leg, bringing it low as she raced in to finish it off. With a final shot, she rounded the corner to the Town Center, eager to assess the situation and join their new allies.

Her smile vanished at what lay before her. _Not sure allies is the right term._

“Thank goodness!” Honey cheered as she came up behind Lilly. “Reinforcements! Atlas sure mobilized fast.”

“That’s not Atlas…”

The town square was practically covered in black, the massive number of Grimm carpeting the area as more clawed their way out of a massive cavern across from the team. Huge chunks of masonry and pavement littered the area, having been expelled from the maw of the newly-formed cave. The wrecked front-end of a train jutting out of the hole explained Miss Goodwitch’s concern earlier.

In the midst of the continuing Grimm invasion, at least two dozen Paladins stood, firing in different directions. Many were damaged, from dents and scratches to some missing limbs. Lilly watched as a Beowolf, clinging to the canopy of a Paladin’s cockpit, finally broke through the glass enclosure and forced its way in. The machine suddenly slumped forward, never to move again, as the victorious Grimm emerged once more. Its celebration was cut short as another Paladin turned and fired on the cockpit, quickly turning the monster into a fine, red mist, avenging its fallen comrade. Lilly would have loved to think the Paladins were there to cull the horde, but the familiar logo emblazoned on the side of each was less than promising.

“White Fang,” Smit spat, quickly noticing what Honey had missed. “Figures those animals would be behind this.”

If the symbol wasn’t evidence enough of their involvement, the fact that the Paladins largely ignored the Grimm made it clear. They would occasionally fire in self-defense, but the majority of their salvos were aimed at the nearby buildings. Several had already been reduced to nothing more than a heap of rubble. A few Paladins were slowly trying to make their way through the press of Grimm towards the streets, but several others seemed unable to move, their legs likely damaged.

 _They must have been on the train,_ Lilly realized. The giant mechs would have provided a decent level of protection from the crash, but even they weren’t invincible. Evidently, there weren’t enough Paladins to go around, judging by the uniformed bodies strewn around the train. Those that survived the initial impact never stood a chance against the Grimm horde that followed. Lilly wasn’t sure how they had managed to summon such a concentration of Grimm so quickly, but as a nearby Paladin finally noticed them, she quickly lost interest.

“I think it’s time we should be going.”

The large, metallic death machine stomped towards them, crushing smaller Grimm underfoot as it levelled both of its main guns at the team. Lilly doubted the White Fang was looking to take prisoners, not with the number of Grimm swarming around. Even now, more of the monsters were rushing towards them, the brief lull having been granted by the volley of explosions the Paladins had been sending towards the nearby stores. Now, those same guns were trained on Lilly.

“Move!” Lilly shouted, shoving Honey clear before diving in another direction. _It can’t hit all four of us. Our best bet is to split up so we can distract it. While it focuses on one, the other three can move in to destroy._ Lilly just had to hope the “distraction” could hold up against the Atlesian mech alone. She didn’t know exactly how much firepower one had, but as she noticed the guns follow her, she had the distinct feeling she would soon find out.

Lilly squinted her eyes shut as the first explosion hit, but was surprised not to feel anything. A second and third sounded, but still no pain. She looked up in time to watch the Paladin stumble to the side, rocked by a small canister that burst on impact. The telltale pink dust that blossomed out with each hit was as much a relief as the excited whoop from overhead.

Lilly shot a thumbs up to the bullhead passing by, where Nora was leaning out, firing grenades downward with a manic smile. Ren seemed to be doing his best to keep the girl from jumping out. Jaune stood nervously beside Pyrrha, who raised her sword in a salute as they passed by, receiving the same in kind from Randi.

“Cavalry’s here!” Smit yelled, pumping a fist in the air.

The Paladin Nora had been bombarding refused to stay down, turning to follow the new threat as it flew by. The hulking machine seemed to squat, small hatches popping open along the shoulders. Lilly called out a warning, but couldn’t do anything as four missiles were loosed at the bullhead.

Just before impact, the deadly ordinance suddenly halted, floating in mid-air as Miss Goodwitch strode past Jaune with a frown. The stern professor snapped her riding crop downwards, hurling all four missiles back where they came from. Two struck the Paladin’s cockpit, leaving nothing but a tangled mess of metal behind. The other two sought out a nearby Deathstalker, one severing the monstrous tail at its base as the other struck between the eyes. Miss Goodwitch nodded to Lilly as the bullhead quickly made its way across the square, depositing Goodwitch and Team JNPR at the mouth of another major street.

  
“What are they doing?” Smit asked, frying a small Nevermore with a well-aimed fireball.

“Same thing we were doing…sealing off the area.” Lilly pointed to the street behind her. “If we can keep the Grimm here, it’s only a matter of time until we push them back. Then, we just have to find some way to plug that hole.” Lilly wasn’t sure how they would do that, but figured such plans were best left to people like Miss Goodwitch.

“That’s great and all, but we’ve got some new problems.” Lilly sighed as she followed Smit’s finger back to the fight, knowing she wouldn’t like what she was about to see.

While Goodwitch had dealt with the first Deathstalker easily enough, there were plenty more. One nearby plunged its stinger straight through a Paladin’s cockpit, killing the pilot in a single strike before turning to face them. The beady eyes seemed to focus in on the team as it made a sound somewhere between a hiss and a roar, then charged forward. The battle cry seemed to beckon two more, who quickly lost interest in whatever they were doing and joined in the charge.

Beyond them, Lilly could now make out the flock of giant Nevermore heading for the fight, likely drawn by the mass panic of the crowd earlier. The anti-air emplacements on the walls were still active, but there were just too many. Some of the avian Grimm fell as the flock continued, but others dove down, overwhelming the nearest gun emplacements and silencing them permanently. The number that made it through was far less, but that didn’t remove the threat.

The first Deathstalker, having a sizable lead on his followers, was upon the team in an instant, pincers snapping for Lilly and Smit as they dove in opposite directions. Lilly let out a frustrated growl as the thing focused on her, stinger smashing into the pavement behind her. Even if it missed, the force of the blow ruptured the ground and knocked her off her feet. Lilly rolled with the motion, trying to recover before the thing could chamber another strike.

The Deathstalker never got a chance, as it soon found its stinger encased in ice, effectively pinning it in place courtesy of Honey.

“Weiss gave me some pointers on ice techniques,” Honey boasted as she snapped her whip back.

Taking advantage of the opening, Randi and Smit charged in from the flanks, dodging past the furiously snapping pincers to reach the defenseless head. Smit plunged a flaming fist straight into the largest eye on his side, drawing a sickening pop as his hand shot through. On the other side, Randi proved a little more effective, plunging her spear through the matching eye until most of it had disappeared, leaving only enough handle for Randi to grip as the thing thrashed for a second, then fell silent. _Angriff_ slid free as Smit came around, desperately trying to shake off the grime from his fist before giving up and just letting it burn off instead.

“That wasn’t so bad,” Randi called as she and Smit returned.

“That was disgusting!” Smit answered, wiping his hands on the ground to free the last remnants of Deathstalker crud. “Starting to get the hang of this, though.”

Lilly spoiled their fun. “Good, because we’ve got two more heading our way.”

Lilly locked eyes – or at least, she locked onto two eyes – with the Deathstalker on the right, looking for an opening in the mad thing’s charge. Her right leg tightened as she prepared to rush forward, only to hesitate as a shadow passed overhead. At first, she worried the Nevermore were joining in already, but the hum of engines vanquished that thought. She needn’t have looked up to figure out who was joining them.

“Ho _ho_!” Port’s boisterous laugh echoed from above. “Looks like you all got started without me. Well, can’t let you four have _all_ the fun. Tally-ho!” With that, Professor Port took a running leap out of the moving bullhead, landing on one of the few mobile Paladins with a laugh. The last thing Lilly saw was his fist sailing through the glass, tossing the pilot free as Port quickly took his place. Despite the fact that he had never piloted one before, Port’s newly claimed mech turned and charged into the fray, main guns replaced by some sort of mechanical fists as he rushed forward, a thunderous punch toppling a nearby Paladin onto several Grimm below.

“Why can’t he tell stories like _that_ in class?”

A giant of a man plummeted from the bullhead next, smashing his absurdly large sword directly into the nearest Deathstalker with enough force to crush it into the pavement below. He quickly spun, bringing the sword around in an impressive arc to meet a rather large Ursa’s charge. The strike not only cut straight through the Ursa’s chest, but a shockwave struck beyond it, breaking through the pavement and launching a half-dozen Grimm backwards.

The remaining Deathstalker closed in from the side, intent on bringing the terrifying student down with an equally-large stinger, but the strike was met on the flat of his sword. Incredibly, he managed to hold his ground, despite the power behind the strike. Even the Deathstalker seemed confused for a moment, failing to notice the red blur that slipped along its side. The man’s teammate, a smaller, dark-skinned boy with bright red hair and strangely hollow eyes shot by, wielding what looked like a bladed version of Lilly’s own weapons. She couldn’t make out too much detail, though, as he darted along the Deathstalker’s side, slicing into the spindly legs with ease. The hulking monstrosity shrieked in pain and anger as it suddenly found itself immobile on one side, only to fall silent as Randi’s spear pierced through its open mouth, silencing it for good. The red-haired boy raised a single hand in thanks, then sprinted to the side to engage an Ursa Major.

“Showoff,” Smit joked as the team ran up to support Randi.

The last two members of the new team landed behind Lilly, causing her to jump. The first, a tall, fashionable girl with brown hair hanging down from a black beret, strutted forward with a cocky grin and what looked to her like a studded briefcase. She sashayed past them with obvious swagger, slapping Lilly playfully across the backside and earning a startled yelp in response. “Good work, kiddos, but why don’t you let us take it from here?”

Lilly felt her disbelief could be forgiven, seeing as the girl was about to stroll into a Grimmpocalypse with nothing more than a purse. “What? We can help!”

Lilly’s jaw nearly hit the pavement as the girl brought her rigid case down on a Beowolf’s head, smashing the bone plating inwards in a fatal blow. She peeked back over her shoulder, lowering her dark sunglasses to make eye contact before answering, “Trust me, I’ve got this.” As proof, the strange case clicked loudly, quickly shifting from a simple accessory to a full-blown minigun. The confident girl winked before turning back around, unleashing a torrent of gunfire at the approaching Nevermore. The deadly spray scythed several of the enormous birds in half, leaving their desecrated corpses to plummet back to Remnant, crushing buildings and Grimm along the way. By the time the gunfire stopped, the skies were clear once more.

A bright flash snapped Lilly back into the moment as she whipped around to face the remaining girl. She recognized the bunny-eared faunus as one of Cardin’s favorite victims last semester. The quiet girl seemed embarrassed at being caught taking photos with her large camera, ducking her head a little as she waved apologetically.

“Sorry about Coco,” the bunny-girl hummed, examining the small display on her camera as she approached. “She can be a bit much at first.”

“I’ll say,” Lilly muttered, rubbing her rear with one hand.

“Your Team Laser, right?” Lilly nodded to confirm. “Good! I’m Velvet with Team Coffee. You first-years did a good job here. Are any of you hurt?”

“N–”

“Smit took a nasty hit earlier,” Lilly said, cutting off Smit’s machismo in the process. “We’re all a little beat up, but we’re still good to fight.” No way would Lilly let this girl sideline her team in the middle of a fight like this.

“Whoa, calm down,” Velvet insisted, pointing upwards. “We’ve got this covered.”

Lilly’s protest never reached her lips as she spotted the bow of a massive battleship approaching. Swarms of bullheads buzzed about, several screaming by overhead as their large guns began to hurl death on the Grimm before them. Other bullheads swung low over the various streets leading away from the Town Center, dropping small squads of robotic soldiers to form a perimeter. More deployed along the outer edges of the battle, taking the fight to the Grimm directly. She could also see some familiar faces around the plaza pushing the Grimm back. Blake’s friend, Sun, and some blue-haired guy were weaving past each other, taking on a pair of Ursai. Mercury kicked off a Beowolf, somersaulting onto the head of a Creep, as Emerald rushed in to hamstring his previous target. Cinder narrowly dodged a Boarbatusk as it crashed into a downed Paladin, delivering a strong kick to its side to send it flying towards Velvet’s larger teammate, who sliced across the exposed underbelly as it passed.

The battleship crested the remaining buildings, a chorus of explosions ringing out as the main battery bombarded the area surrounding the breach, slaughtering countless Grimm as they continued emerging from the tunnel. The new gap in the incursion, along with the arrival of more teams from Beacon and the growing number of Atlesian Knights, allowed the remaining Grimm to be dealt with quickly. Team JNPR led the charge, escorting Miss Goodwitch to the epicenter with haste.

Once she was close enough, Miss Goodwitch came to a halt, forcefully flinging her crop outwards and holding it there as she focused. The train ahead began to shift a few inches, then lurched several feet, metal screeching as it was slowly dislodged from a pile of stone. With a final groan, the train engine broke free, launching back into the tunnel, straight into the advancing Grimm. Only a fraction of the oncoming horde made it through, but were quickly cut down by a tight formation of Atlesian Knights. Miss Goodwitch paused to catch her breath, then aligned the end of her crop with the gaping hole.

All across the square, the large chunks of stonework began to vibrate and inch forward. The smaller pieces shot by, followed soon after by the larger boulders to reclaim their rightful position between Vale and Mountain Glenn. As the pieces shifted around, settling back into some semblance of solidity, the howls of the Grimm began to fade, smothered by dozens of feet of solid stone. The strain finally proved too much for the buildings closest to the recently sealed breach as their remaining walls gave way, further burying the hole. It wasn’t a perfect solution, but it would hold until the Grimm beyond dispersed and the city could properly seal it once and for all.

A cry of victory rang out from the teams in the square, almost drowning out a “But I wasn’t finished yet!” that rumbled from a nearby Paladin. The few Grimm that remained were dispatched with contemptuous ease, allowing several bullheads to land. Naturally, the scattered assembly began to congregate around the parked vessels, unsure of what to do now that the crisis was dealt with.

“Headmaster,” Goodwitch spoke, holding up a scroll to make her report, “the Grimm have been eliminated and the breach sealed. Please inform the Council that the matter has been handled. They may also be happy to know we have apprehended Roman Torchwick.”

Lilly looked around as several students began murmuring at the revelation. Sure enough, Roman Torchwick was being marched to an Atlesian bullhead, flanked by Emerald and Mercury.

 _Wait, Torchwick led this attack?_ The notorious thief was infamous for his lack of killing as much as his incredibly long rap sheet. Sure, he had been known to rough people up from time to time, but Lilly couldn’t recall a single report of him killing someone during his robberies. Mass murder seemed a little out of character for him. _Guess that’s what happens when you throw in with terrorists._ He had to have known they would do something like this.

It would’ve been nice if he at least looked a little sorry for what he had done, though. “Oh I can’t believe that you caught me. You’ve really taught me the error of my ways,” Torchwick smarmily monologued as he was handed over to Atlas. “Hey, hey, watch the hat!”

Emerald and Mercury soon rejoined the impromptu huddle as Miss Goodwitch listened to some detail from her scroll. “Is everyone okay?” she suddenly asked, trying to conceal her concern. “Understood. I’ll bring them immediately.” Miss Goodwitch quickly ended the call and turned back to the assembled teams, focusing her attention on LHSR and JNPR.

“Ma’am, is something wrong?”

“Team Laser and Team Juniper will accompany me back to Beacon,” Goodwitch announced, turning to look at Velvet’s team. “I am leaving Professor…P-Professor…” Goodwitch appeared to be struggling with her next instruction. “Professor _Port_ ,” she forced out, “is in charge, along with Team Coffee. Once he is certain the threat is over, he will either have you assist with cleanup or dismiss you.”

All eyes turned to the only mobile Paladin, which appeared to be tiptoeing towards a nearby alley. Port must have noticed the attention, as the giant mech suddenly stiffened, waving one giant arm in a poor excuse for a friendly wave. Goodwitch grumbled something to herself, then stomped away towards a waiting bullhead. Knowing better than to try the woman’s patience, Lilly quickly followed, her team and JNPR in hot pursuit. They awkwardly crammed into the bullhead, making sure to leave plenty of room for Goodwitch as she called out instructions to the pilot. Everyone stood apprehensively, desperate to know what was happening, but no one was willing to ask.

Well, almost no one.

“Miss Goodwitch?” Smit started, waiting for her to turn around. “What’s going on? Why do you need us to come back so quick?”

“Headmaster Ozpin and I have some questions for your team regarding the data you uncovered on your mission,” Miss Goodwitch quickly explained. “Much of it clearly pertained to this recent attack. We hoped you could give us a full report, in case there is anything else we should be aware of.”

“Nah, I get that. What I mean is, why do you need _all_ of us?” Smit jerked his head towards Jaune, who was standing beside him. “Last I checked, Juniper wasn’t at the warehouse with us.”

“We didn’t even get to go on our mission,” Jaune added. “We were supposed to leave early tomorrow.”

“Is Team Ruby okay?” Lilly interjected, quickly connecting the dots. “They were in Mountain Glenn, where the train came from. But they weren’t _on_ the train.” _At least, I hope not._

Goodwitch sighed reluctantly, making it clear Lilly was on to something. “First of all, let me assure you that Team Ruby is alive.” The fact she specified alive and not okay, or alive and well, made Lilly even more nervous. “They have recently returned to Beacon, along with Doctor Oobleck and Team Cardinal.”

“Cardinal?”

“We were all going to support Ruby’s team when the train hit,” Jaune explained. “Miss Goodwitch had them go on ahead while we doubled back to Vale.”

Miss Goodwitch nodded along before continuing. “Your information regarding the train made us realize the White Fang was planning to use the old tunnel system to infiltrate Vale, bypassing the walls entirely to strike at the heart of the civilian populace. Unfortunately, it seems the White Fang knew we were coming. Team Ruby arrived just as the train left and was unable to halt it. They attempted to pursue, but the White Fang was able to open numerous breaches into the tunnel, drawing the significant amount of Grimm around the fallen city down on their team.”

“All those Grimm were just in the area already?” Honey gasped. “Why were there so many?”

“The city was an attempted expansion of Vale many years ago.” Miss Goodwitch paused as she seemed to be recalling some distant memory. “Unfortunately, the city was overrun by Grimm, forcing the inhabitants underground. They were able to hold out for a while, but the Grimm eventually broke through, slaughtering most of the survivors as they fled for Vale. The tunnels were sealed before the Grimm could pour into Vale, but the heavy concentration of fear and death still draws the Grimm, even so long afterwards.”

The thought was a sobering one. Left unsaid was that there were likely still people in the tunnel when it was blocked off, sealing their fate as well as the access point. Grimm were said to be able to sense and seek out negative emotions, but it seemed they were also drawn to places that were once rife with sadness. That was why overrun villages would often still have Grimm prowling around, long after the last inhabitant had fled…or died. Cemeteries were rare, given the concentration of sadness, and were typically only seen near major cities, like the ones near the walls of Vale. Most people would either bury their loved ones in private locations to spread out the negativity or got rid of the body another way.

In a world where bloodthirsty monsters were a leading cause of death, there wasn’t always something to bury, anyways.

“Regardless, Team Ruby was forced to retreat. They managed to fight their way to the surface, but not without depleting most of their aura and taking several injuries. It seems Miss Xiao-Long took the worst in a foolish attempt to hold the rear single-handedly. She will recover,” Goodwitch hastened to add before someone could interrupt, “but she will require medical attention. Team Cardinal was able to evacuate them, but Miss Xiao-Long fell unconscious on the bullhead ride back. She is being treated in the infirmary as we speak.”


	26. Recovery

“What do you mean we can’t see her yet?”

Lilly’s angry question was directed at the faunus doctor before her, who was valiantly standing guard over the entrance to the medical wing. Having eight anxious students – all armed and showing clear signs of battle – facing her down should have terrified the woman, but the head of Beacon’s medical team was more than just a trained medical professional. Huntsmen were notorious for being stubborn about their own limitations, so it was rare they were willing patients. Throw in teenage bravado and a lack of experience, and it was no surprise some patients actually needed to be restrained.

From what Lilly had heard, that was Doctor Tsune’s specialty.

“The patient–”

“Yang!” Lilly shot back.

“The _patient_ ,” Tsune barked in response, brushing aside Lilly’s amendment, “has only just woken up. We need to run a few tests before we allow so many visitors.”

“But you let _them_ go in!” Lilly pointed out, gesturing past the doctor. The back of Tsune’s clipboard unceremoniously smacked her hand away.

Tsune let out a mixture of a sigh and a growl as she rubbed the bridge of her nose. Her brown tail, ending in a brief splash of black fur, stood straight up her back, twitching to each side in short, choppy motions. Like Randi, the woman sported both a tail and ears, although the latter were nearly invisible, pushed back flat against her brown hair. “The rest of Team Ruby needed to be examined as well,” she explained through clenched teeth. “Also, as her team, they have been granted more access to the patient, as would any immediate family.” Ruby had the benefit of qualifying under both. “Unless one of you are her long-lost sister,” her eyes passed over Ren and locked onto Jaune, “or brother, I will have to ask you to wait out here a little longer.”

“We’re her friends!” Lilly shouted hysterically. “At least let us know what happened to them!”

“I’m sorry, but doctor-patient confidentiality forbids it...even for friends.” Doctor Tsune’s words were softer this time, showing she understood their concern but still refused to break protocol.

“I hope that doesn’t extend to me as well, doctor.”

“Of course not, Headmaster.” Tsune nodded at the sudden arrival of Ozpin, drawing the small mob’s attention to the rear. Following beside him was Miss Goodwitch, who had left the two teams as soon as they landed, saying she needed to speak with Ozpin immediately.

“I feel I should apologize for my delay, but it seems you have things under control.” Ozpin’s eyes scanned the assembled students as he spoke, then returned to the fox faunus beyond them. Cane tapping lightly as he went, the Headmaster confidently strode through the midst of the students, forcing them to part before him. Whether that was out of respect for him or fear of the deadly glare behind him, no one dared hinder his approach. “If you have a moment, I would like to hear your report for Miss Xiao-Long.”

The doctor’s eyes narrowed on Lilly as she answered. “Perhaps we can speak in private? This really isn’t something I’d like to discuss in front of so many ears.”

“Here will be fine, Tsune.” Ozpin turned slightly, allowing him to glance at the assembled crowd once more. “They merely wish to ensure their classmates’ safety. While I may not condone their behavior towards a member of my faculty,” eight pairs of eyes quickly found somewhere else to look, “their concern is to be commended. Besides, I doubt there is anywhere on Remnant we could truly speak privately.” His eyes once more locked onto Lilly. “Prying eyes always find a way, after all.”

Lilly ducked her head, fingers idly tracing across the small pen in her pocket.

Doctor Tsune looked like she wanted to protest, but gave in with a shake of her head. “All four members of Team Ruby are being treated for aura depletion and a host of minor injuries. Patients Rose, Schnee, and Belladonna each have numerous abrasions and lacerations, but should not require further treatment. I believe they could do with some rest, but other than that, they should be fine.”

“There are no classes for the rest of the week,” Miss Goodwitch offered, “so they will have no excuse not to take some time off. In fact, I’ll _insist_ on it.”

“Very well. Patient Xiao-Long, on the other hand, required more attention than the others.” The doctor flipped a few pages over as she spoke. “As you are aware, the patient was unconscious upon her arrival, but came to shortly after the administration of intravenous fluids. Her aura was completely depleted during the mission.

“According to her teammates, the patient covered their escape while Doctor Oobleck led the retreat. It seems that the Grimm pressed them on both sides as they tried to flee. With the vast number of enemies, it was inevitable they would take damage, but it seems she took a particularly cruel hit attempting to protect her sister. Moreover, she utilized her Semblance to collapse the entrance behind them, even after most of her aura had been depleted. This caused increased strain on her body and led to several fractured bones, as her aura could not fully hold.”

“Did it work?” Lilly suddenly inquired.

All three adults turned to look at her for a moment before Tsune answered. “It apparently sealed the tunnel behind them, allowing them to focus on one front instead. That was about the time Team Cardinal arrived and evacuated them. After the patient collapsed from exhaustion, it was discovered that she had concealed a sizable laceration to her side, which led to heavy blood loss. Doctor Oobleck was able to stop the bleeding prior to their arrival,” Tsune hastened to add, “but she will need to remain in my care overnight for monitoring.”

“Thank you, doctor,” Ozpin spoke, nodding in gratitude. “I’ll leave you to your duties.”

“I’d…rather not have my medical ward overrun yet.”

“Of course.” The Headmaster turned fully towards the teams, looking to Miss Goodwitch as he did. “Glynda, do you mind keeping an eye on things here? I’d hate for the good doctor to be interrupted.”

Lilly’s shoes slid across the floor as some invisible force pushed her back a few feet.

“Thank you, Glynda,” Ozpin smiled as Doctor Tsune slipped away. Miss Goodwitch quickly claimed a spot directly in front of the double doors, daring any of them to try and get past her. Not even Smit was dumb enough to try. “As for you all, I’d like to ask you a few questions while we wait. Rest assured, I will have the doctor inform you the moment Miss Xiao-Long is cleared for visitors.”

Left with no other option, both teams silently followed the Headmaster through a nearby door. The room they entered appeared to be some sort of waiting room, much like Lilly would expect in a hospital. A few couches surrounded a short, ornate table on three sides, while a row of chairs lined the wall to their left. The far wall was dotted with windows, split in the center by a large, glass door leading to a balcony with a few small, round tables, each lined with matching chairs. To their right, a taller table stretched from one corner to a trio of vending machines on the opposite side. Two coffee machines, along with a display of coffees and teas, sat between a small refrigerator and a display of protein bars, individually wrapped pastries, and plastic cutlery. The TV mounted in the corner was showing the local news silently, subtitles displayed at the bottom instead.

Ozpin motioned towards the nearby couches, the eight teenagers piling into them without hesitation. It was a little bit of a tight fit, leaving Lilly jealous of Honey, who had wisely snagged the end of the couch. Smit did his best to give her and Randi as much space as possible, but there was no avoiding being crushed between the two. Lilly considered standing up, but the soft cushion beneath her made her realize just how exhausting the day had been. _Not worth the effort to get up, at this point._

JNPR looked far more awkward. Pyrrha kept scooting closer to Jaune, as if to give Ren and Nora more space. The strange smile she wore as their legs bumped together, coupled with the redness swelling in her cheeks, made it clear what her real reasoning was. That was made all the more obvious by the gap that had formed on her other side. Nora was sat sideways with her legs dangling across Ren’s lap, requiring a little less space than normal as she was almost in the quiet boy’s lap at that point.

 _Get a room, you four,_ Lilly thought, before she realized they already had one. She grimaced at the thought, mentally reminding herself to never touch anything in that room…ever. _Either those two guys are the most oblivious men on Remnant,_ _or their team should be renamed to O R G–_

Mercifully, the renaming was cut off by Ozpin, who had pulled a chair around to the open side of the table. He placed a scroll on the table and pressed a large, red button on the screen before starting. “I understand today has been very trying for you all, but I was hoping we could go over exactly what happened, both on your mission,” Ozpin looked to Lilly, “and the events afterwards,” he glanced at Jaune for a moment before returning to her.

“Are you recording us?” Smit asked, raising his hand slightly.

“Yes,” Ozpin nodded. “I will count this as your after-action report, which would normally be recorded in my office. I thought it would be best not to force you through this twice. Two Nevermore with one stone, as it were. Also,” he looked to Jaune, “as your team assisted Miss Goodwitch with clearing the Grimm and sealing the breach, we have decided to count this as your official mission. After such an ordeal, it wouldn’t be fair to send you out again.”

“But the village–”

“I have already dispatched another team to handle the matter,” Ozpin said, cutting off Ren’s concern. The reserved boy sat back with a slow nod of thanks. “The request sounded urgent, but I have no desire to throw anyone back into the fray so quickly if I can avoid it.”

“Thank you, Headmaster,” Jaune responded, shooting a quick smile and nod to his only male teammate.

“No, thank _you_. Your concern for others is admirable,” Ozpin complimented before swiveling in his seat to face Lilly once more. “Now, Miss Azura, if you don’t mind, I’d like to hear more about your mission.”

“Oh, of course,” Lilly answered, quickly laying out what she felt were the important details of their mission.

Lilly detailed how, despite her Semblance not being of any use in the investigation, she was able to uncover a secret compartment on the underside of the main counter, pointedly ignoring Smit’s muffled laugh regarding how it happened. The note inside had a list of addresses associated with the White Fang, likely gathered by Tukson, along with two tickets to Vacuo. The other items seemed irrelevant.

“Two tickets, you say?” Ozpin questioned during a brief pause.

“Yes, sir. We think Tukson wasn’t working alone, but there was no evidence of who the second person may have been. If they found out about Tukson, they may have already found the other spy.” The way Ozpin frowned showed how interested he would have been in a possible informant. He slowly leaned back in his chair and bade her continue.

Lilly continued her report with their infiltration of the warehouse, making sure to note how instrumental Honey was in gaining access. Her partner, who had been relatively quiet since leaving the Town Center, managed a weak smile but continued staring at the floor, a somber expression quickly regaining control. _I’ll have to talk to her later,_ Lilly thought, before returning to her story with them inside the warehouse. Naturally, the specifics of the room they entered remained unsaid, as she was unwilling to let her mind focus on the memory of that stench for even a moment.

“We were able to sneak into their office and found details on their recent movements, including shipments of dust, men, and Paladins to Mountain Glenn. We also discovered the locations of several bases outside of the city. We sent photos of everything to Miss Goodwitch already,” Lilly added, earning a grateful nod from Ozpin. “Smit here also disarmed a small bomb that we believe was meant to ensure the intel could be destroyed rather than recovered.”

“It sounds like your decision to sneak in paid off, then.”

“Thank you,” Lilly accepted, enjoying the subtle praise of her plan. “After that, we confronted the White Fang and helped the police round everyone up.”

“Excellent work. Now, as I understand it, they were able to send a transmission of some sort. Is that correct?”

Lilly nodded, a little ashamed of that fact. “Unfortunately, their leader managed to escape upstairs to the office and reported the raid before I could stop him.” _I’m such an idiot. Why didn’t we disable the radio when we were in there?_ “I caught up and detained him. He attempted to detonate the explosive Smit found, then refused to answer any questions. Hopefully, the police will have more luck.”

“I appreciate your team’s cooperation with our local law enforcement, Miss Azura. Far too often, our students have a tendency to look down on such people, seeing them only as mere civilians.” Ozpin let out a long sigh, likely reflecting on many such instances over his years at Beacon. “However, such things are not for you to worry about. Is there anything else you would like to add?”

“No, sir. After that, Miss Goodwitch instructed us to return to the police station and await backup, but that was when…well, when the attack happened.” The memory of the explosion shot through Lilly’s mind, followed by the distant whine of a siren. “We…we saw people running for their lives and pushed forward to find Grimm already in the city.” Lilly did her best to shake off the images of that first street and the cries of pain and panic that chased them towards the Town Center. “We did our best to hold out until more teams arrived, at which point the breach was sealed and the threat eliminated.”

Ozpin sat quietly through it all, leaning forward once more with his elbows resting on his knees, hands clasped against his face and concealing his mouth as he nodded along to the various details. When it was clear Lilly had finished, he paused to consider all she had said, then thanked her for her help and turned to Jaune for his report.

Jaune seemed a little less comfortable reporting on the event, but did his best to stumble through the events of the afternoon. Apparently, JNPR had been outside that afternoon, enjoying the warm day off with some light sparring in one of the small fields in front of the school. Goodwitch had raced by with Port, CFVY, and CRDL in tow. Jaune took one look at the rushed procession and knew something was up, so his team raced to catch up and ask what was happening. Miss Goodwitch informed them that RWBY needed additional support, so she and CRDL were heading there immediately while Port and CFVY took care of another matter. Jaune insisted on coming along, showing they were already armed and ready. Rather than waste time arguing, Goodwitch had agreed, boarding a bullhead with them and instructing CRDL’s pilot to follow.

“We were only a few minutes beyond the walls when we saw the smoke,” Jaune continued, determination etched across his normally goofy face. “Cardinal was sent on ahead while we doubled back to support. Miss Goodwitch sealed the breach while we did our best to clear the Grimm. After that, she had us all rush back here.”

Ozpin thanked the young leader before addressing the room, making sure to look over each student as he spoke in a calm, quiet voice. “You have all performed admirably today, beyond what we would normally expect of first-year teams. Your quick response to the crisis may have saved countless lives, including those of your fellow students.”

The obvious reference to RWBY snatched their attention away from the breach as Ozpin ended the recording and tucked his scroll away once more, standing to leave. _Did we really help them? Our attack had the White Fang mobilizing early, meaning Ruby and her team charged straight into an active base rather than having the element of surprise. The train left early, leaving them trapped underground when the Grimm were unleashed._ Honestly, it sounded like everything was worse because of their mission. The thought troubled Lilly too much to keep quiet.

“Sir…” she blurted out, causing Ozpin to stop halfway to the door. “Did we really help?”

Calmly, the Headmaster turned back around, leaning gently on his cane as he looked directly at Lilly. “Do you not think so?”

“Well, I know we shut down a White Fang base in the city and got plenty of intel from our raid, but I’m not sure it was worth it.” The other seven teens in the room were suddenly very interested. “Ruby might have found the base before the attack and stopped them before it ever happened. Instead, thanks to our mistake, they launched early, leaving Ruby in the middle of it. Honestly, I can’t help but wonder if we did more harm than good.”

The members of JNPR looked a little concerned, but nowhere near as much as her own team. _If RWBY was able to find the base before the attack, they might have stopped the whole thing. How many people died today because of us – because I failed to stop one guy from sending a message?_ The sea of faces racing past their police van flooded her memory. People screaming. A child crying on the hood. Reddened pavement littered with bodies. The whole scene made her shiver as a weight fell on her shoulder.

Rather than the figurative weight, it was a hand that she felt, snapping her back to the small waiting room with a jolt. So lost in thought was she, that Lilly failed to notice the Headmaster cross the room to stand right in front of her. His eyes pierced into her own, yet seemed softer than she expected.

“Miss Azura,” he spoke, just loud enough to be heard by those around her. “I’ve made more mistakes than any man, woman, or child on this planet, so I would consider myself somewhat of an expert on the subject.” Ozpin’s smile strained for a moment, evidence that some of those mistakes still haunted him. “What happened today was no fault of your own. Could it have gone differently? Of course. Would a different set of actions have produced a better outcome? That is always a possibility. But should you dwell on such thoughts?”

Ozpin paused, leaving off the clear answer to let everything sink in before he continued. “Every man has moments in his life he wishes he could change. These moments can either be the greatest of lessons or the worst of tortures. It all depends on how you handle them.” Lilly felt the Headmaster squeeze her shoulder gently as he straightened up, pulling his hand back to join its counterpart atop his cane. “As for your performance today, would it have been better for Team Ruby to encounter the train alone, facing down White Fang, Paladins, and Torchwick? While they are quite skilled, and Doctor Oobleck is no slacker, I fear the infirmary wouldn’t be of any assistance. The attack would have still taken place and we would merely have five more to mourn this day.”

 _That…was a very possible outcome,_ Lilly thought, realizing how much worse it could have been. Together, RWBY may have been able to overcome Torchwick, and Doctor Oobleck was probably capable of such on his own, but that still left a small army of White Fang and the Paladins to contend with. Could those five really hope to hold out against those odds? _Plus, the report said RWBY had to fight their way through a bunch of Grimm…Grimm that never made it to Vale._ In a way, they had lessened some of the attack by splitting the Grimm.

Maybe the result wasn’t perfect, but life rarely was. It wouldn’t do much to comfort the family of those killed, but how many families were spared? Had the situation gone as planned, would Beacon be missing people as well? As much as Lilly wanted to change the past, there was no way to know what results those changes would have. Even the smallest decisions could have a ripple effect. _Maybe it’s good we can’t change the past._ A man could go mad trying to perfect the outcome.

“Headmaster,” Miss Goodwitch called, opening the door to their room. Behind her, Doctor Tsune stood with her clipboard in hand. The doctor’s face looked calm, which Lilly had to assume was either a practiced façade or meant there was no cause for concern. She chose to believe the latter. “Tsune needs your signature on a few forms.”

“Any update on Team Ruby?” Ozpin asked, smiling at the assembled students as he turned to let them know the question was for their benefit.

Tsune seemed fully aware of his ploy, but knew better than to fight it as she let out long breath. “We are running the results for patient Xiao-Long, but everything looks good so far.” Glancing past him, Tsune added, “She should be cleared for visitors soon. I will let everyone know when they can see her.”

“Thank you, doctor,” Ozpin said as he took the offered clipboard. Tsune pointed to a few places to sign, reaching up to her pocket for a pen. Her hand froze when it failed to find the writing instrument, patting herself in a vain attempt to locate the missing item. Ozpin merely smiled as he looked behind him…directly at Lilly. “Do one of you students happen to have a pen I can borrow?”

Lilly quickly offered up the one she had snatched from Tsune earlier, careful to keep Ozpin between it and its rightful owner. The Headmaster nodded in gratitude before quickly scribbling his signature on a few pages and following the doctor out of the room, leaving LHSR and JNPR to wait alone.

“Always causing trouble,” Randi joked, bumping shoulders as she passed Lilly on her way to the refreshment table. _Of course she noticed._

“Wait, trouble?” Smit asked, suspiciously looking between the two girls. “What did I miss?”

“Go back to sleep, Smit,” was the only answer he received.

“Glad to hear Yang’s okay,” Jaune commented, preventing Smit from prying further.

“You kiddin’?” Nora laughed, ignoring Ren’s attempts to disentangle himself. “Yang’s a beast! No way a bunch of Grimm could take her down.”

“She _is_ one of the stronger students in our class,” Ren agreed, abandoning hope of escaping the couch as Nora’s self-described “thunder thighs” refused to yield. “However, her insistence on single-handedly protecting her team could cause trouble for her in the future. A team cannot exist on one member’s talent alone.”

“Says the guys riding the Invincible Girl’s coattails,” Smit prodded.

“Hey! That’s not fair,” Pyrrha complained, even if she didn’t actually deny it. Everyone was painfully aware that JNPR’s champion was all but guaranteed to be in the finals of the Tournament. She was already a favorite to win, according to the local betting agencies. With no official word on who would even be in the Tournament yet, that kind of confidence was telling.

“Yeah!” Nora cheered, jumping up to face their accuser. Ren took the opportunity to abandon his team to inspect the selection of teas across the room, preferably before Nora realized her mistake. “I’ll take you on right now! We’ll see who’s riding coattails around here!”

“Hey Randi, come show this delusional girl how Team Laser handles threats.”

“Now who’s riding coattails?” Pyrrha laughed.

“Hey, no fair!” Nora protested, a little less confident now that Pyrrha’s sparring buddy was her opponent. She quickly grabbed Pyrrha by the arm, tugging the girl off-balance as she practically threw her forward, as if the space between their couches was to be the chosen battlefield. “Pyrrha Nikos, I choose you!” Pyrrha stumbled forward, instinctively throwing out her hands to catch herself. Unfortunately for Smit, the resultant shove sent him sprawling over the couch, landing in a heap on the other side. “Pyrrha used shove. It was super effective.”

Lilly rolled her eyes at the display, knowing better than to intervene in anything when Nora was this wound. _Good luck, Smit._ Instead, her eyes sought out her quiet partner, finding her stood alone on the balcony outside. Honey quietly stared at the courtyard below, unfazed by the raucous scene unfolding behind her as she leaned against the railing. Before Lilly could approach, Randi caught her attention, holding out two steaming cups with a knowing smile.

The warm, moist air of a Valean evening greeted Lilly as she opened the door, quietly slipping out onto the balcony. Lilly silently claimed a spot next to Honey, sipping her tea as she extended the other cup to her partner. “Thanks,” Honey whispered, accepting the offer and taking a long sip before releasing a contented sigh. ”Barista Randi’s done it again.”

Lilly had to agree, savoring the smooth beverage in her cup. Randi always seem to add just the right amount of cream to her tea, even if she’d never seen the girl use any herself. It wasn’t Randi’s greatest creation, what with the limited supplies in the waiting room, but it still hit the spot after a long day. Honey’s, on the other hand, was a dark brown that almost resembled coffee, although the thin string hanging from the side clearly showed otherwise. Lilly had tried Honey’s tea before, a strange mixture of bitter and sweet that she just couldn’t enjoy as much. Her partner’s preferred beverage had to be “sweet enough to rot your teeth and strong enough to not see the bottom.” She had even seen Honey adding her namesake as a sweetener from time to time, which was one aspect Lilly could admit to enjoying.

“All they had was sugar,” Lilly said, trying to get her partner talking.

“That’s fine,” Honey commented, holding the cup close to her face to enjoy the warm aroma. “I mainly use honey for iced tea, anyways. It really isn’t meant for hot tea.”

Lilly wasn’t really that interested in the finer points of sweeteners, but she wasn’t about to pass up an opportunity to keep Honey talking. “Really? Why does it matter?”

“Honey doesn’t do well in high heat.” Lilly did her best not to laugh, even if she couldn’t help but imagine her partner was suddenly speaking in the third person. “If the water is too hot, the enzymes break down or something. I’ve heard some people claim it becomes toxic or that the body can’t handle it, but I don’t know. I doubt it’s really that bad, but why take the risk? I either use sugar or just wait for the tea to cool off a little to be safe. Just puts my mind at ease, I guess.”

“Never realized you were such a tea snob,” Lilly joked, managing to draw a light chuckle from Honey. Between the warm drink and the easy conversation, Honey seemed a little more relaxed, but it was clear something was still troubling her. “Anyways…how are you holding up?”

“What? I’m fine,” Honey answered a little too quickly. Her denial wasn’t the most convincing.

“C’mon, Honey. I can tell something’s bothering you. You can always talk to me about anything.” Lilly watched the wheels turning in Honey’s head as she argued internally whether to give in. “Is it something I did?”

“No…well, kind of…” Lilly made sure not to interrupt as Honey struggled to find the words to say. “It’s just…back there, when the attack first started. All those people. We just…we just _left_ them.”

Honey’s face turned to Lilly, and she could admit to being a little shocked at what she saw. The tears beginning to snake down Honey’s face were expected, but it was Honey’s eyes that caught Lilly off-guard. There was sadness in her eyes, but it was mixed with a sharp fury Honey had never shown before. Lilly found herself leaning away from her partner, as if she subconsciously expected an attack.

No punch was thrown, but the hushed words that followed were every bit as punishing. “Those people needed our help, Lilly. Some of them were dying. That child we left had to sit there, staring at the mess that used to be her father. He gave his life trying to save that girl, and we just left her alone on a street of death!”

“We had to contain the situation,” Lilly insisted, defending herself as best she could. “The best thing we could do was limit any further casualties.”

“Listen to yourself!” Honey’s words echoed for a moment before being swallowed by the quiet campus. “Who do you think you are, General Ironwood? Contain the situation. Limit casualties. Do you even _hear_ yourself?”

Lilly’s eyes shot to the windows behind them, relieved to see no one was watching their display but quickly kicking herself for being more concerned with appearances than her own partner. Before she could stop herself, that anger found a new target. “What was I supposed to do, huh? Stop to help everyone while the Grimm rampaged through the city unchecked? I made the right call. Do you think I _wanted_ to leave those people behind?”

“No, of course not.”

“Then what was I supposed to do?” Lilly demanded. “You want to know who I am? I’m the leader. I have to make the tough choices, and I’m the one who has to live with the consequences! That’s what a leader does.”

“No, it’s not.” Honey’s voice gave out as the fury began to dwindle. “You didn’t lead, you ordered. I know it was the right decision in the end. That woman is alive because of your choice. But you left all those people with no hope. You left _us_ with no hope.”

Lilly thought back to that moment, when she had ordered her team to leave the wounded and push forward. The injured woman they left behind had been terrified as they left, but it was the faces of her team that stood out most. Honey, her sweet partner, looked on the verge of tears as they charged into battle. Smit had handled it better, steeling himself for what was to come, but his eyes lingered on the dead and dying around them, betraying his hesitation. Even the normally stoic Randi seemed disappointed, quickly hiding her frown behind her snarling mask as they advanced. The cries for help as they rushed by had chilled Lilly to the bone.

How much worse was it for her team?

“We were all too shocked to say anything at the time, but it felt like we were just leaving everyone to die so we could get to the action. Heroes are meant to inspire people, to assure them that everything will be alright. Instead, we did nothing.”

Growing up, Lilly had always assumed everyone loved Huntsmen. They were paragons of virtue. The saviors of humanity. That naïve assumption died an early death when she went on a field trip in her second-to-last year at Signal.

The class was taken to a village that had recently been saved from the Grimm. They toured the outer wall, the teacher pointing out the different features meant to deter the Grimm. A deep trench to swallow the beasts, trapping dozens of them before it would fill up and make a living bridge to be trampled by their brethren. A line of sharp spikes at the bottom to impale the first wave. Small slats in the wall to fire through.

Inside the village, they were asked to inspect the damage and report on what they found. Some pointed out that the buildings were too close to the walls. One mentioned that the gate needed reinforcing. Another pointed to the weaponry and commented that the guns available were not suitable for fighting Grimm. Lilly mostly kept silent, watching the glares from the villagers as they did their best to clean up the aftermath of the attack. Bodies were carted beyond the wall to be burnt. Weapons of the fallen had to be reclaimed for cleaning and repair. People sifted through the destroyed buildings for anything salvageable.

At first, Lilly hadn’t understood their hate-filled looks. They were future Huntsmen – the ones who would save villages like this. The attack had been stopped by a local Huntsman, who fought the Grimm beyond the wall to protect the villagers within. Surely they should be grateful for the help.

It wasn’t until she mentioned it to her parents that the truth became obvious. It wasn’t that the villagers were upset at being saved. They were angry at how they were treated. Sure, the Huntsman had fought off the Grimm, keeping outside the wall to protect the civilians, but some had clearly gotten in. The villagers weren’t completely helpless. The Grimm that made it past the wall may have caused plenty of destruction, but the villagers had brought them down. They didn’t have the luxury of aura or complex weapons to fight with. They had to rely on what few weapons they could afford, like hunting rifles and spears. While the Huntsman received all the praise, a group of children were brought in to criticize their attempts at fighting, pointing out flaws in tactics and weaponry as if to rub their recent losses in their faces. To them, Huntsmen seemed to revel in the glory, but had no interest in the people themselves.

“I get that we were doing what was best for everyone,” Honey continued, ending the brief memory for Lilly, “but couldn’t we have at least let _them_ know that? We could’ve told them help was on the way. We could’ve reported it on the way to ensure help _did_ arrive. Instead, you had us leave them to suffer alone.” Honey’s voice cracked as she looked back out over the courtyard, eyes fixated on some distant point but mind elsewhere. “How many people died today thinking no one even cared? As they watched us rush past in silence, ignoring their plight, did some just give up fighting? We were all too shocked to do anything but follow orders, but wasn’t there _something_ we could’ve done for them?”

“You’re right.” The quiet words surprised Lilly, even more so once she realized they came from her. Honey slowly looked to her, curios as to what was next. “You’re right, Honey,” Lilly repeated resolutely. “I got so focused on the mission that I forgot everything else. I wanted so bad for us to be heroes that I ignored everything around me.”

Lilly tried to imagine how those civilians must have felt, watching her team rush by without so much as looking in their direction. Lilly had done her best to block out their cries, but in doing so, she blocked out their suffering too. Their brief hope at help arriving only made the dismissal all the worse. They were unimportant suddenly – acceptable casualties in a fight they had no part in. She had to imagine those on the highway all those weeks ago had felt the same, their lives cast aside so the Huntsmen could have their fight. It didn’t matter her intentions. She had deemed them all unimportant.

“It’s bad enough I made them suffer,” Lilly sighed, “but I forced you guys to be as callous as me. The decision was right, but the execution was wrong. Part of me wants to say you should’ve said something, but like I said earlier,” Lilly shook her head as she mimicked Honey’s earlier position, grasping the railing as her mind wandered, “ _I’m_ the leader. It’s my job to look out for you guys. Seems like I can never get that part right. Guess I’m not very good at this.”

Honey’s smaller hand came to rest on Lilly’s own. “You’re not a bad leader,” Honey countered. “You’re a leader in training. None of us are ready for things like this yet. After what we’ve seen lately, it’s hard to imagine we’ll ever be ready,” Honey commented, before shaking off the thought and focusing back on Lilly. “You always try to shoulder everyone’s burdens yourself, but we’re a team. We support each other. No one expects you to carry us alone.”

Lilly knew exactly what Honey meant, looking back over the few months they’d been together. She had refused to even talk about her problem with Yang at first, keeping it to herself until eventually trying to deal with it alone. She could still vaguely remember the sting of Yang’s rebuke as she rubbed her cheek. When Smit needed help, she insisted on being the one to deal with him, even stopping Honey from doing so. Had she robbed Randi of a chance to bond with her partner in the process as well? Even when Honey and Randi had helped RWBY against Torchwick, she was just as upset at being left out as she was their actions. How dare they try to do something without her, after all. She tended to treat her team as her backup rather than her equals. They were to blindly follow her lead and be happy about it.

“You’re our leader, but that doesn’t mean you have to _do_ everything.” Honey continued hammering the point home. “We’re here for you, ya know? All you have to do is ask.”

“Thanks, Honey.” Lilly stepped back as Honey released her hand. “I still think you’re more cut out for this than I am.”

Honey chuckled, shaking her head to deny the offer. “Absolutely not. I’m perfectly happy playing second fiddle, thank you very much.”

“Guess I’ll keep the job for now, since no one else wants it,” Lilly snarked. “I’ll try to be better at including you guys, but only if _you_ promise to speak up more.”

“Deal,” Honey accepted, nodding her head once before they were interrupted by the door opening.

“The doctor said we can go in,” Smit reported with a relieved smile. Beyond him, Lilly could see Doctor Tsune holding the waiting room door open, signaling that they were finally free to check on their friend.

/- - - - - - - - - -/

Lilly had never been to the infirmary at Beacon before. As she entered the medical wing, she was surprised at how small it was, considering the size of the school. The long wall to her right held individual beds, separated by thick, white curtains that could be pulled around to fully encircle each space if needed. She counted maybe a dozen or so beds, meaning there wasn’t even enough for half of their class, let alone the older students.

The opposite wall had several larger treatment rooms with specialized equipment, as well as a trio of offices at the end. The space between each opening in the wall held various counters, some sporting large sinks while others held impressive arrays of medical tools and supplies. She imagined the cabinets above and below held much more, with the locked ones containing the more hazardous objects. It looked like the back wall, which was relatively short compared to the long stretch to reach it, led to some sort of storage room. There was also a heavy-looking, metal door that indicated the room was likely refrigerated.

Other than the cluster of people a few beds down and a single nurse watching from nearby, the place was pretty much deserted.

 _I guess aura helps keep numbers down._ When every student had a personal, recharging force field and superpowers, Lilly had to assume demand was pretty low. Thinking back, she could only think of two instances of someone in their class needing to see the doctor, and neither of those were serious. Both had vowed never to go back, ranting about the crazy doctor and her torture chamber. Lilly had to assume they were exaggerating, but the stories seemed pretty effective at keeping beds empty.

Everyone else was already huddled around Yang’s bed, Smit being the only one to wait for her and Honey. Despite the crowd, Lilly could see Yang sitting up in bed, a little paler than usual but otherwise in good shape. She elbowed Jaune lightly as she made some comment, most of the group laughing in response. Judging by how both he and Pyrrha reddened at the joke, Lilly had to assume it was at _both_ of their expenses. _Not hard to imagine, given how obvious her interest is._

“How long you think it’ll take?” Smit asked quietly as they walked past the empty beds to join the others.

“Until Yang’s recovered? I’m sure she’ll be fine by the weekend,” Lilly guessed, remembering Tsune’s report. “Probably sooner, knowing her. Yang’s never been very good at waiting.”

“No, not that.” Smit’s smirk was all the warning Lilly got before he clarified, “Until Jaune finally hooks up with the Invincible Girl.”

“And by hook up you mean…” Lilly glared at Smit, making sure he answered wisely.

“Start dating. Sheesh, get your mind out of the gutter, Azura.”

“Why, you don’t like company?”

“Touché. But seriously, when do you think?” Smit paused and stroked his chin, as if in deep thought. “I’m guessing right after the Tournament. She’ll win, then celebrate by claiming her boy toy.”

“Maybe, but I think it will be the end of the year. Once she realizes there isn’t much time left, she’ll finally make a move. Probably run off immediately afterwards, too.”

“You guys don’t think Jaune will do something?” Honey asked, silencing them both as they stared at her like some sort of alien.

Smit was the first to give, a laugh finally pushing through his lips and sending little droplets of spit flying. Luckily for him, none of it headed in Lilly’s direction. “You really think vomit boy’s gonna make a move?”

“Pretty sure he’d have to notice her first,” Lilly added, earning a high-five from Smit.

“Oh, in that case,” Honey paused to consider the advice, “put me down for never.”

“Bold choice,” Smit said. “Sadly, that means you’ll have to share a slot with a few people.”

“A _few_ people?” Lilly asked, wondering exactly how many people were already in on the bet. “Who else?”

“Oh, you know, just Yang, Weiss, Emerald, Velvet, Sky, Cardin–”

“Cardin?” Lilly gasped in disbelief. “You talk to those buffoons?”

“Hey, they’re not _that_ bad. Sure, they were total jerks last semester,” Smit admitted with a shrug, “but they’ve gotten better. I don’t talk to them much, but me and Merc hung out with them a few times. You should see their training routines. Guys are absolutely nuts.”

Their conversation trailed off as they reached the outskirts of the group. Yang was busy chatting with JNPR – or, more accurately, weathering Nora’s shouting while trying to answer Jaune’s questions. Lilly tapped Ruby on the shoulder to get some info.

“Oh, hey guys!”

“Hey, Ruby,” Lilly replied.

“You all okay? Jaune told us about what happened. Sorry we couldn’t stop them in time.” Ruby looked so disappointed that Lilly couldn’t help but reach out and rub the younger girl’s head. It reminded her too much of when Violet would lose a spar against her, despite the difference in age and experience. Ruby instinctively stepped back just out of reach, a poor excuse of a pout on her lips. Ruby was probably trying to intimidate them with her glare, but she was about as frightening as a newborn puppy.

“Don’t beat yourself up, Ruby. You guys did everything you could.” Lilly recalled the discussion with Ozpin and wondered if it was for the best. “Besides, we stopped the attack and even caught Torchwick.”

“Plus, all the Paladins were either destroyed or recovered,” Smit added, quickly catching on as he tried to help cheer Ruby up.

“Anyways,” Lilly said, eager to get back on track, “How’s Yang doing? The doctor said she took some pretty rough hits.”

“Ugh, stupid big sister and her stupid overprotectiveness,” Ruby muttered, making sure to send an extra glare at Yang. “Yang tried to handle it all on her own.” _Great, I’m as bad as Yang._ “She kept shoving us back, saying for us to keep moving and something about there not being enough space. Then she tried to collapse the whole stinkin’ tunnel.” Ruby suddenly stopped, looking to Lilly hopefully. “Hey, you’re a big sister. You _must_ know how to fix that whole ‘I know best, do as I say’ thing, right?” Ruby’s attempt at a deep voice was just as effective as her glares, it seemed.

Lilly spared a quick glance to Honey. “Sorry, Ruby, but I haven’t outgrown it either. You’re on your own, here.”

“Ah, pooper-doodle.” The way Ruby exclaimed the weird phrase ruined any seriousness of the moment. “Well, the doctor says she needs a few days of rest, but should be fine after that.”

“Oh, that’s good,” Smit attempted.

“No, that’s bad,” Ruby mockingly threw back at him. “She’s gonna be insufferable. Probably gonna demand we do everything for her, too. One of us may be an only child after this.”

Honey patted Ruby’s shoulder to comfort the distraught girl. “There, there.”

“Thanks, Honey. At least _someone_ cares.” Another blistering glare failed to impact Yang. “But what about you guys? Jaune said you got to bust a White Fang base. You should’ve seen Blake perk up at that.”

“It was only an empty warehouse,” Lilly admitted, not sure what the big deal was. “Most of those guys didn’t even have their auras unlocked. Besides, you guys found their main base. I’d think that would interest Blake more.”

“Are you _really_ trying to rationalize Blake’s obsession?” Ruby asked incredulously. Blake was obviously listening in from a distance, as her ears flattened against her head in agitation at the swipe. “We didn’t actually get to fight them, though. Plus, you found a ton of intel about their plans and stuff!”

“Fair enough. Too bad it wasn’t enough to stop the attack.”

“There wasn’t much you could’ve done,” Ruby insisted, trying to cheer Lilly up. “We only found the place because of you guys. The train was already leaving by the time we got there, though.”

“I guess they didn’t tell you.”

“Tell us what?”

“The leader of the warehouse managed to get away from me and send out a message,” Lilly sighed, still upset that they had failed to stop him. “I think they attacked early because of the message. If I had just been a little faster, none of this would’ve hap–”

“Nope.”

Ruby’s sudden exclamation caught Lilly by surprise, wrecking her train of thought. Lilly idly thought how glad she was that this train wreck wasn’t followed by Grimm. “But if he hadn’t sent that message, then you might have–”

“Nope.”

“Will you let me finish?”

“Nope!” Ruby, Honey, and Smit – in an embarrassingly high voice – said in unison.

“You three have problems.”

“Okay, that one I’ll agree to,” Ruby laughed. “But you shouldn’t beat yourself up, Lilly. All that stuff you found meant a faster response to the attack, right? I mean, most of the Grimm never made it far from the Town Center. You probably saved thousands of people today. That sounds like a win to me.”

 _Really? Did our report really save so many people?_ Sure, the attack may have come sooner as a result, but Beacon was already on their way when it hit. Plus, Ozpin probably told Ironwood, which explains how Atlas got there so fast. If they hadn’t alerted everyone, how far would the Grimm have spread before they could respond? Sure, some of the Grimm had made it a few blocks from the breach, but they never made it to the residential areas. She dreaded to imagine what would have happened then.

Lilly couldn’t help the self-satisfied grin that took over her face as she finally accepted that they may have done some good. _Leave it to Ruby to point out the obvious._ She really was an amazing girl. Lilly hated to think that she once hated the girl for no reason, letting her dislike of Yang infect how she viewed Ruby as well. It was also a challenge to Lilly. _Ruby’s able to lift people around her up. She cares so much about everyone else. I doubt she would have left those people without hope today. Maybe I should get some advice on leadership._

Had anyone told her a few months ago that she’d even consider Ruby for leadership advice, she’d have emptied _Brevis_ in their stupid faces.

“Thanks Ruby.” Lilly surprised the short girl by pulling her into a quick hug. “I really appreciate the advice.”

“That’s what friends are for,” Ruby answered.

“Alright, visiting hours are over,” Tsune announced, stepping between Lilly and Yang’s bed to emphasize her point.

“Aw, already?”

“Yes, Miss Xiao-Long. You need your rest.” Tsune turned back to the suddenly agitated teens before her. “While I appreciate your concern for my patient, I’m going to have to ask you all to leave now.” Seeing their disappointment, Tsune sighed and added, “She’ll be fine. We have to keep her overnight for monitoring, but I’m hoping to have her out of here after breakfast.”

The small assurance worked its magic as the eleven students began to shuffle away, calling out well wishes and waving to Yang. Their retreat proceeded at a snail’s pace at first, as they tried to drag out the goodbyes, much to Tsune’s aggravation. As none of them were dumb enough to stop entirely, all the doctor could do was cross her arms and glare, tapping her foot impatiently to make it clear what she thought of their stalling tactic.

“Hey, doc,” Yang called, earning her own glare from the doctor. “Um, I mean, Doctor Tsune.”

Tsune exhaled loudly, no doubt expecting more attempts to ignore her orders. “What is it?”

“Do you think I could talk to Lilly before she leaves?” Before Tsune could disagree, Yang rushed to insist, “It will only take a few minutes. I promise.”

The entire procession had stopped, eager to watch what would happen. Tsune glanced in their direction, then looked at a clock above the door. “Fine.” When everyone made to return, Tsune stomped her foot down, halting everyone. “But only her. Unless one of you is injured, I want you all out of my medical wing.”

Ruby started to raise her hand, but Weiss wisely snatched it back down before Ruby could insist she had a reason to stay. Considering how Tsune’s head snapped in her direction and the furious look on her face, Weiss had probably spared Ruby some horrible fate. Lilly timidly walked past the doctor as the rest of her group departed, Honey saying they would wait outside for her before vanishing through the door.

“I will be back in ten minutes,” Tsune said as she passed. “If you’re still here, I’ll assume you are submitting yourself for a full examination.” The thought had Lilly gulping, especially when Tsune began excitedly talking to herself about blood work, injections, and things Lilly wasn’t familiar with. The manic look in the doctor’s eyes told her she didn’t want to find out.

“That woman’s nuts, but she knows her stuff,” Yang admitted as Tsune walked off. Lilly took a quick note of the time before she walked to the side of Yang’s bed, mentally noting _exactly_ when she needed to leave.

“So, how you holding up?” Lilly asked, finally noticing the brace on Yang’s hand that extended down three fingers and reached back past her wrist. The thing was pretty well padded, but Lilly couldn’t imagine it being that comfortable.

“Broke a few fingers on that last punch,” Yang explained, noticing what Lilly was staring at. “Apparently sprained my wrist as well, but it’ll heal pretty easily.”

“They don’t have you in a cast?”

“Nah. Doc says it’ll heal too fast to bother. Should get to ditch my new glove tomorrow as well. Something about not wanting my fingers to seize up. I didn’t really pay that much attention.” Lilly couldn’t imagine ignoring important details like that, but she had to remind herself that this was Yang she was dealing with. “ Got a pretty nasty cut on my side, too.” Yang lifted up the corner of her shirt as proof, but the wound was concealed behind a crisscross of bandages. No red showed through, though, so that was a good sign. “Can’t believe that Beowolf got me. Stupid, lucky shot.”

“Glad to see you made it back in one piece,” Lilly said as Yang lowered her shirt once more and sat back. “Sorry we couldn’t be of more help.”

“Hey, none of that now.” Yang bumped Lilly’s leg with her foot. “I heard you talkin’ to Rubes. You can’t beat yourself up over that.”

“Yeah, yeah. I know.”

“Seriously, Lilly. You guys did an awesome job out there. You took down a bunch of White Fang, then managed to–”

“You can save the motivational speech, Yang. Ruby already beat you to it.”

“That’s my girl,” Yang beamed, looking at the door the others had left through. “Guess I raised her right.”

“She’s always talking about making you proud.”

“Really?”

“No.” Lilly chuckled at the playful glare Yang shot her.

“Anyways, that’s not why I wanted you to stick around,” Yang admitted. “I actually wanted to ask a favor of you.”

Lilly knew better than to agree to something blindly, especially when Yang was involved. “Whatcha need?” Possibilities floated through her head…none of them good. _I swear, if this is some trick to try shipping me and Smit again, I’ll strangle those two._ There wasn’t a doubt in her mind that Randi and Honey were behind the constant attempts.

“Don’t worry, it’s nothing bad,” Yang assured her, even if it still didn’t convince Lilly. “I can literally see you conjuring up some sort of nightmare scenario. It’s just a quick request.”

Even if she wasn’t sure she believed her, Lilly sighed in acceptance. “Fine, What is it?”

“Rubes and I are going back home for a few days,” Yang said, lifting her injured hand a little. “Oz called Dad and he insisted. Should be back next week, but I was hoping you could come visit. Goodwitch already said we’re cleared for the week, so it might be nice to have some time away from school.”

The thought was an enticing one. Sure, she had been home between semesters, but that felt like so long ago with everything that had happened lately. It would probably help her mother relax as well, which might stop the endless flood of calls and messages that kept her scroll in constant vibration. _I already told you I was fine, Mom. Isn’t that enough?_ Apparently the simple message wouldn’t suffice, as her scroll began buzzing once more with an incoming call. She figured she’d have to respond after they grabbed a bite to eat.

As much as she loved spending time with her team, the thought of a few days at home sounded nice. _I could probably surprise Violet at school if I time it right._ The potential for embarrassment was too good to pass up. _Tournament’s getting close, too. Wouldn’t mind getting some time to relax before that starts up. Maybe I could invite the others to swing by as well._ The thought of her dad meeting Smit – the boy who shared a room with her – was certainly tempting.

“You know what? That actually sounds nice.” A sudden thought had her add, “You sure your family won’t mind me dropping by?”

“Of course not,” Yang promised, waving off her concern. “I already ran it by Dad, and he said it would be fine. How’s Friday sound?”

“Friday? That’s pretty late in the week. You sure you don’t want me to come by earlier?” Lilly figured she’d head back on Saturday at the latest so she’d have time to settle back in before Monday. She also wanted to keep the last day open for family, as they’d probably feel a little upset if she visited a friend and then disappeared right after. Sure, they wouldn’t say anything, and they’d still get the first couple days, but Lilly knew her family well enough to understand how they thought.

“No, Friday would be best. Trust me.” Yang’s insistence seemed odd, and Lilly’s sudden suspicion must have shown a bit. “We, uh, have some stuff planned for earlier in the week already. Friday morning would be better. Maybe sometime around ten?”

Yang sometimes talked about how overprotective her Dad could be. _Maybe he wants to ensure she has time to rest before I come by._ Then again, it was just as likely they actually _did_ have plans for while Yang and Ruby were home. In the end, it didn’t matter too much, so Lilly agreed. “Sure. Friday at ten. You need me to bring anything?”

“Not really,” Yang shrugged, relaxing a bit now that Lilly had accepted the invitation. “We’ll have food and stuff for lunch, so don’t worry about it.”

“Sounds good.” Lilly took a quick look at the clock, noting how little time was left. Her eyes drifted across the room to the office Tsune had entered, only to find a pair of eyes staring back. _Definitely time to get out of here._ “Anyways, I’d better get going. Rather not find out what the good doctor has planned for me.”

“You sure? I could ask her to give you the bed next to mine.” The fact that she would need a bed afterwards was what had her worried.

“Thanks, but I’m good.” Lilly backed away a little, giving her a clear path to the exit in case Tsune decided to speed up the deadline a bit.

“Coward,” Yang jokingly accused. “Oh well. Anyways, Rubes and I are heading home tomorrow afternoon. Let everyone know I’ll see them at lunch.”

Lilly agreed to pass on the message, then fled as Tsune’s door opened, the doctor emerging with an excessively large needle in hand. She still had about a minute left, but the threat was clear enough. Outside the room, her team, as well as Yang’s, waited, quiet chatter ending the moment they noticed her.

“Juniper went to grab us a table. We good to go?” Smit asked, pushing off the wall he was leaning on.

“Yeah, Yang just wanted to talk about her plans for the week. Sounds like she and Ruby are heading home for a few days.”

“We know,” Smit responded, tilting his head towards Ruby. “She told us while we were waiting. Must be nice being so close to home.”

Lilly suddenly felt bad that Smit had nowhere to go. _It’s pretty expensive to fly to Atlas. Even worse to fly back, given how the prices have gone up for the Festival._ Randi didn’t really have anywhere to go, either. Honey lived somewhere nearby, so at least her partner could probably swing a visit. The other two were pretty much stuck at Beacon, though.

“I think I’m gonna go home for a few days, too. You guys are welcome to come by as well.” Her team hesitated for a moment, looking to Ruby. _Maybe Ruby told them about Yang’s offer and they don’t want to impose._ “Hey, Ruby. You think your Dad would mind if I brought my team with me on Friday?”

“Friday? Oh, um…well…I don’t know. That is, uh…you see…”

“I’m not sure we can come this time,” Honey said, cutting off Ruby’s awkward response. “I…kinda already told my mom I could come visit for a few days. Sorry.”

“Oh.” Lilly was a little disappointed, but didn’t want to make the other two feel left out either. “What about you guys?”

“Not allowed to leave the city, remember?” Ozpin hadn’t said he had to stay, exactly, but the advice was clear. “It was bad enough before,” Smit continued explaining, “but Ironwood would probably be even _more_ suspicious if I just up and left right after a big attack like this. I’m sure Ozpin would cover for me, but I’d rather not have the general focusing on me again.”

Lilly wanted to argue against him, but she knew enough about politics and perceptions to admit he had a point. With the attack, everyone would be on edge, making the simplest actions look suspicious as those at the top tried to piece everything together. Hopefully, the crisis would help Ironwood forget about Smit, especially since he helped find the intel and fought at the breach, but it was better to play it safe.

“Pyrrha and I are going to train together all week,” Randi offered with an apologetic smile. “We’re trying to get in shape for the Tournament. I can cancel if you’d like.”

“No, don’t worry about it,” Lilly declined. “ _Someone_ needs to stick around and keep an eye on Smit.” Honestly, Lilly just didn’t want him to be stuck all alone. Randi’s excuse of training just made it convenient. “But I expect you all to keep your schedules clear at the end of the semester. I won’t take no for an answer.”

“Sounds good,” Honey answered for the group, shooting a quick nod to Ruby, who seemed to relax now that the crisis had been averted. “So, what’s the plan for next week?”

The only class next week was a Combat Class. Miss Goodwitch planned to review the rules of Tournament combat, then announce who would be representing Beacon at the end. The rest of the week would be open for them, with the Festival starting up during that time. There were some big events and celebrations at the start, and then the Tournament would kick off.

“We train,” Lilly answered as they began heading to the cafeteria to rejoin JNPR. Not only did she intend to make a strong showing in the Tournament, but she had to assume the White Fang wasn’t done yet. _It’ll take them some time to regroup after this defeat, but this is the third time we’ve stopped them._ She doubted their enemies hadn’t noticed the common denominator in their recent losses. If they were to be targeted by the White Fang, she intended to make sure they were ready.

“We train like never before.”


	27. Home

It felt like ages since Lilly had been home, even if it was really only a matter of weeks. _So much has happened since then._ The last time she’d visited, she had just made amends with Yang and started helping Smit with his issues. Now, Yang was inviting her to her house, while she and Smit had become workout buddies and he seemed more in control than ever before. They’d gone from yelling at each other to dancing together. That image had her cheeks warming up a little, but she did her best to ignore it as she paid the cabbie and dragged her suitcase up the gentle slope of her home’s driveway.

Their house wasn’t huge, but it was more than enough space for the five of them. All on one story, the simple, rectangular building sat near the front of a decent lot of land. Despite the presence of a school like Signal, Patch was pretty lightly populated. Sure, there were plenty of people that lived close to the school and shopping district, but the outskirts were pretty spread out, allowing those capable of defending themselves some extra elbow room. Most communities stayed pretty close together, huddled within walls that limited their growth in exchange for added protection. Patch was a little different.

Aside from the number of trained Huntsmen present – a given with a preparatory school nearby – the island didn’t have many Grimm to worry about. Sure, there were the rare surges of amphibious Grimm, but even those tended to be more interested in the nearby city of Vale. Of course, being so close to the city also meant the water was often patrolled by armed vessels, eager to protect the vital shipping lanes from being overrun. They rarely had anything other than Beowolves on the island, although there were usually a few Ursa encounters throughout the year as well. All in all, life on Patch was pretty good. At least, as good as life could be on a world covered in bloodthirsty monsters that mindlessly sought to wipe humanity off the face of Remnant.

No one fully understood how the Grimm maintained a presence on Patch. There were reports over the years that Grimm simply formed from some sort of dark ooze or something, but it wasn’t like Patch had a pool of that stuff somewhere. If it wasn’t for the monsters’ strange birthing, the island would have been completely cleared years ago. Instead, the sparse Grimm population kept everyone on their toes while also providing a decent opportunity to teach the Signal students how to handle the Grimm. Part of the final year at Signal involved travelling into the forests with a pair of teachers to kill a Grimm. It usually took a while just to find one, although there were instances of students stumbling upon a small pack.

But that’s what the teachers were there for, after all.

Lilly paused at the thick, wooden door to their home, taking one last moment to prepare herself for what was to come. Unsure of whether Hunter would be down for a nap, she forewent the doorbell. With a deep breath, she raised her fist to the door, reared back, and–

“Lilly’s here!”

Lilly’s fist sailed through the suddenly open door and would have struck the person beyond, were it not for how short her four…no, five-year-old brother was. The black-haired missile struck her in the gut, wrapping his small arms around her waist as he tackled her onto the porch. No stranger to her family’s overly enthusiastic greetings, her aura was already firmly in place by the time her butt struck the wooden flooring. It didn’t completely prevent the pain to her backside, but it sure helped.

“Hey, squirt,” she managed to grunt out as he made every effort to squeeze the life out of her. “Good to see you too.”

“Let your sister up, dear.” Her mother, apron over her sundress and blonde hair up in a messy bun, relieved Lilly of her burden, allowing Lilly to climb to her feet and dust herself off with a small grin. Hunter bounced excitedly beside his mother, reluctant to give Lilly any breathing room but wise enough not to anger the matriarch of the family. Their mother held her arms wide, waving her forward into an embrace. “Well, don’t just stand there. I want a hug too.”

“Hey, Mom,” Lilly said as she stepped into the woman’s waiting arms. Her mother, Ginger Azura, stood about an inch shorter than Lilly, her brown eyes practically radiating energy. She kept her hair a little shorter than Lilly’s, typically letting it fall loose behind her in gentle waves. You could always tell when she was doing housework, though, as she would tie it up in a hasty bun. With her daughter coming home to visit on such short notice, Lilly would’ve been shocked not to see the infamous mom-bun waiting for her.

“Come in already.” Her mom waved her in, reaching past her to snatch her suitcase before Lilly could protest. “Sorry the place is such a mess. If _someone_ had bothered to call me sooner, I might have had time to tidy up a bit.” Despite her claims, the house looked nearly spotless, but that was just how Mom was. Nothing was ever good enough when it came to her family. She wanted the best for them and, in turn, expected the best from them.

Her mom marched down the hall to their left, stopping at the first closed door on the right – Lilly’s room. Beyond that stood Violet’s door, followed by Hunter’s. The hall ended in the master bedroom. Their home was built to the exact specifications her father had designed, placing his own bedroom at the end to take up the entire side of the house closest to the forest. Lilly used to think that was just to give him more space, but her dad once explained that the placement served a more practical purpose.

Dad was the first line of defense, his bedroom effectively shielding the rest of the family’s rooms. Crime on Patch was almost non-existent, but there was always a small chance of a Grimm attack. Whereas a burglar might target a weak point like a window or door, Grimm tended to come through walls. If one happened to wander too close and tried to attack their home, it would probably come from the forest, meaning it would have to go through him.

Lilly hadn’t been too surprised by her father’s planning of the house’s layout. He was an extremely analytical man, which served him well at work. Some Huntsmen struggled fitting into a civilian job, usually ending up as security for the business world. Travelling through Grimm-infested lands was always best done with a Huntsman, but it was expensive to hire active ones and they were always in high demand, not to mention the PR nightmare it presented if a nearby village was overrun while the local Huntsman protected a train or something.

With her dad, they got more than just hired muscle. He was a shrewd businessman, capable of seeing the big picture and confident enough to act on it. In no time at all, he had worked his way up the ranks into a management career. It also helped that he could travel without an escort, seeing as his experience made him more than capable of defending himself, whether from Grimm or opportunistic bandits.

“Your father’s in an important meeting today, but it sounded like he might wrap up a little early.” Mom seemed able to read her mind as she deposited Lilly’s suitcase beside her bed. Lilly waited in the doorway, knowing that the still-present bun meant her mom was still hard at work around the house.

“That’s fine,” Lilly promised, eager as she was to see him. Her dad wasn’t a very emotional man, but she always felt like they understood each other better than anyone else.

Lilly knew there would be plenty of time for one of their private discussions in his study later. Many a dinner in the Azura household had ended with the two lost in some deep vein of thought, the others eventually giving up on following along as the two would bat ideas back and forth on any given subject before being shooed off to his study so the table could be cleared. They could spend just as long discussing battle tactics and fighting styles as economics and philosophy. When she approached voting age, the topic of politics became more prevalent, helping her shape her worldview as she delved into the intricacies and nuance of different policies. Her dad did his best to appear unbiased, poking and prodding her ideas regardless of whether he agreed, but she could always tell what he believed.

“I’m planning to go surprise Violet at school anyways. You haven’t told her I’m coming, have you?” Lilly asked as she followed her mother back down the hall to the kitchen.

“You don’t think I can keep a secret?” Her mom had a point there. Sure, she loved talking about the local gossip or sharing stories about the family, but she could be pretty sneaky at times, which Lilly was counting on. “She has no idea you’re coming. I even got all the information you asked for, not that it was too hard.”

Mom quickly produced a folded piece of paper, handing it over to Lilly before checking on something in her slow cooker. As the lid came off, a hearty aroma filled the room, making Lilly’s mouth water as she imagined the roast that awaited her later. After a quick peek at the paper, she tucked it into her pocket, content that it would serve her purposes.

“Give me a minute to take care of this,” Mom commented, already busy adding some seasoning to the meat and stirring in more broth. “Hunter, why don’t you show your sister some of your new toys?”

Lilly braced herself for the oncoming hurricane, well aware that she had just been sacrificed to give her mom a few moments alone in the kitchen. Sure enough, her hand was soon snatched and tugged down the hall as the young boy charged towards his room, excitedly yammering on and on about his birthday party. She did her best to follow along, even if she could tell some of it was grossly exaggerated.

“It was awethum!” he yelled, proving his lisp could still slip through when he got excited. The large gap in his teeth probably didn’t help either, although the tooth fairy had probably made it up to him. “There were like, a hundred people there!” Unlikely, given he only knew a few dozen people. “We went thwimming at the pool and Mom made a ginormuth cake for everyone! Violet helped me go in the deep end, too. And then, and then, me and Violet beat Tharah Thilverman in a chicken fight!” Ah, the infamous Sarah. Hunter’s rival and, if the parents had their way, his eventual love interest. With how often Hunter talked about her, she wouldn’t be surprised if the two didn’t at least date when they got older.

Patch was pretty small, so things like that weren’t exactly unusual.

“That sounds like a lot of fun!” Lilly did her best to match his enthusiasm, even if such would be impossible. “I wish I could’ve been there. Maybe once school is out, you and I can challenge Violet to a match, huh?” The way his little eyes lit up made it clear he approved of the idea.

Hunter rushed around his small room, pulling out toys and games from their various hiding spots to show her. A barrel of monkeys from his sock drawer. An action figure from his headboard. A puzzle from the floor of his closet. Lilly doubted that’s where any of them belonged, but Mom was usually pretty lax about their organization as long as they kept the room looking tidy. Of course, then it was on them if they lost something, a fitting lesson for them to remember as they got older.

Hunter suddenly perked up, rushing over to yank Lilly a few feet across the room to his desk, on which sat his pride and joy. “Mom and Dad got me the betht prethent of them all! I built it mythelf!” That much was obvious. “It’th not done yet, but it will be thoon! Do you like it?”

Lilly looked over the mostly-assembled model of a familiar set of buildings. Even if one of the spires was facing the wrong way, it was hard not to recognize her school, even the blocky version Hunter had constructed. A few tiny figures dotted the courtyard, each holding itty-bitty, plastic weapons. She didn’t miss the one wielding a pair of tonfa, nor how the weapons were different from the others. Where the swords, spears, and other weaponry were clearly manufactured, her match bore all the signs of her mother’s creativity. There was no doubt in her mind that Hunter had insisted there be one with her weapons. No doubt, the blonde toy had been divested of her preferred tools to better match Hunter’s eldest sibling.

“Wow, this is amazing. You did this all by yourself?”

“Dad helped me get tharted, but I did motht of it without him!” _Sounds about right._ Dad loved putting together things like this, but he also wanted his children to learn how on their own. Lilly remembered her first model – a rollercoaster with two cars that ran along the track. It was a little advanced for her age, but Dad had showed her how to follow the instructions, did the first step for her, then had her do the next few while he watched. Rather than fixing her mistakes for her, he would simply make comments on something looking a little off, then stop her if she tried to move on until she found the issue and fixed it. Her first attempt had failed after she messed up near the end, but he helped her find the problem and she was able to fix it herself. The pride of building something herself was great at the time, but the memory of him helping at the start was far more precious now.

“Well, I think you did a great job,” she insisted, ignoring the minor flaws in his construction. “Hey, guess what? You see this window right here?” He watched her point out the spot, curiosity keeping him focused. “That’s my room.”

Or close enough, given how such a model took a few liberties to make everything fit.

“Really?” Hunter leaned in excitedly, staring in the small window piece as if it would show her _actual_ room.

“Yep. And here’s where I eat. And this is where we practice fighting. Over here’s where the bullheads land.” Lilly carried on for a while, pointing out various locations, much to the joy of her younger sibling. He didn’t even seem to notice when she pointed a few out a second time, too thrilled to hear his sister describe the amazing school she attended. Really, she was just taking her time, waiting for her mother to rescue her so she could enact her plan against the other sibling.

It wasn’t long before her plan worked out. “Alright, kiddos,” Mom called as she rounded the corner. “That’s enough playtime for now. Lilly’s gotta get going.”

“But…but…but…”

“Don’t worry, squirt. I’ve just got to go pick on Violet for a bit. I’ll be home right after school, okay?” Lilly did her best to head off the complaints as she slowly walked towards the door, Hunter solemnly following along. It would only be a few hours, but if she didn’t leave soon, she’d miss a perfect opportunity to mess with her sister.

Her mother was far more experienced in dealing with Hunter. “She won’t be gone long. Besides, maybe you can show her your _finished_ model when she and Violet get home.” The implication was clear, giving him a task to focus on rather than her absence, while also connecting said task to her return. The way her brother excitedly ran back to his model, chirping about how it would be ready when she got home, proved her mother’s mastery of her children, even as she winked at Lilly.

Lilly quickly headed for the front door, keen to escape during the distraction as her mother followed. “Now, Lilly, don’t cause _too_ much trouble for your sister.” She knew better than to insist on _no_ trouble and instead sought to mitigate the damage as best she could.

“No promises,” Lilly answered, slipping away before her mom could complain before breaking into a quick jog.

/- - - - - - - - - -/

Patch wasn’t exactly huge, but the jog to Signal still took a while, given that they lived near the outskirts. After years of attending school there, Lilly’s feet guided her to the front of Signal without much thought. It had been less than a year since graduation, but she could already see changes to her old school. Off to the right, at the far end of the field, some space had been cleared and construction was underway on what looked like a basic obstacle course of some kind. The track around the field had been repaved, removing the numerous cracks that had formed over the years, including the one she had tripped over two years ago in the middle of her mile run. _Figures. They waited to fix the place up until I left._

She made her way past the heavy doors of the school, entering the main hallway that had seemed so important not too long ago. The changes were evident inside as well, it seemed. The walls had been repainted, freshening up the faded hallways and giving it a cleaner appearance. What’s more, the walls were lined with brand new lockers. The new ones looked bigger and had digital keypad locks instead of the old dial combination locks she had grown up with. The upgraded system meant less time fiddling with the aging locks between classes. _Back in my day, we barely had time to chat in the halls thanks to those locks._ She pointedly ignored the fact that “back in her day” was still pretty recent.

A large clock sticking out over the lockers showed she still had plenty of time before Violet’s lunch period ended. She quickly pulled out the paper her mom had given her, looking over Violet’s schedule once more to make sure everything would work. _Combat Class with Blackburn next. Perfect._ The bottom of the paper also listed out things like Lilly’s locker number, her favorite teacher, her crush – not that Lilly didn’t already know – her friends, and so much more. She wasn’t sure how to use it all, but figured it was better to have extra ammunition, just in case the opportunity presented itself.

Lilly knew her way around the school easily enough, but she made sure to swing by the main office first to check in. Schools like Signal were pretty safe given the concentration of Huntsmen teachers, but it was still a building full of children. All visitors were required to check-in with the school’s secretary upon arrival. Lilly was there to cause trouble for Violet, not herself, so following the simple rule was in her best interest.

A small bell above the door announced her arrival to the woman behind the counter, who held up a finger to ask for patience as she swallowed a bit of her salad. With a quick cough to clear her throat, she turned to face Lilly.

“Welcome to Signal. How may I– oh, good morning Miss Azura. And how are we today?”

Lilly hadn’t expected to be recognized by the secretary, having only spoken with her briefly when she and Yang were sent to the principal’s office all those years ago, aside from a few times she was signed out early for doctor’s appointments and such.

Lilly’s mind frantically raced to recall the woman’s name, breathing a sigh of relief when she spotted the small placard on the desk. “Pretty good, Misses Lazuli. These youngins aren’t giving you too much trouble, I hope.”

“Nothing I can’t handle.” Lilly believed that. Misses Lazuli seemed so bubbly and nice, but the woman had to be well over six feet tall and probably had a couple inches on even General Ironwood. From what Lilly recalled, she could be quite intimidating when needed, sort of a prerequisite when dealing with a bunch of overpowered teenagers with little control. Like most of the staff at Signal, Misses Lazuli had trained as a Huntsman. She served as a sort of gatekeeper for the school and for the principal himself. While it was pretty rare for an angry parent to storm in demanding to see the principal over some issue, it helped to have such a sturdy person there to catch them early.

A small series of framed photos on the counter kept the small talk alive. “How are your kids doing?”

“They can be a bit of a handful, especially little Pearl. Her little molars are finally coming in. Kept me up most of the night.” The woman before her seemed far too awake for that, but maybe it just came with experience. Then again, it could have just as much to do with the mostly-empty pot of coffee nearby. Misses Lazuli started writing something down in a binder as she continued, “But you didn’t come all the way here just to listen to me rattle on. You’re here to see Violet, right?”

“Yes, ma’am, but I’d like to keep it a secret, if that’s okay.”

“Not a problem,” Misses Lazuli winked, finishing her notes. “Your mother called earlier to explain. I’ve already taken the liberty of notifying her teachers that they may have a guest in class, so feel free to stick around a bit, okay?”

“Absolutely. Figured I’d hang out to see how she’s doing in class and walk her home afterwards.”

“Mom’s got you spying on her, eh?” Now that Lilly thought of it, that was probably part of Mom’s plan.

“You know how she likes to keep an eye on us.” The two shared a short laugh. “Anyways, I’d better get going if I want to beat her to her next class. Thanks for all the help!”

With a quick wave, Lilly slipped out of the office, eager to put her plan into motion. _That was easy enough, but it’s not like I expected them to turn me away. The real issue will be getting Misses Blackburn to help me._ Considering all the trouble Lilly and Yang had caused for Signal’s sparring instructor over the years, they weren’t exactly the best of friends. On top of that, Misses Blackburn was a no-nonsense kind of teacher, kind of like Miss Goodwitch, although not nearly as scary. Lilly doubted her plan would work out, but she had to try. She had a few backup plans, but none would be as embarrassing as her main goal.

Well before reaching the classroom, Lilly made a quick stop at locker number 380 – Violet’s locker, according to Mom’s research. The keypad awaited its specific code. _Silly Violet, you should really pick a new combo._ Lilly quickly punched in 2-3-8-1-3-0, receiving a quiet beep as the locker opened. The space was pretty organized, with a neat stack of textbooks sitting below a backpack. _Literature homework, eh? I think I’ll hang onto that for now._ She’d give it back just in time to turn in, of course, but it would be worth it to see her sister panic. Rifling through the pockets of her sister’s backpack, Lilly found a small note hidden away. A quick glance showed it was from her special guy friend, meaning it joined the literature homework. _This is too easy. Wish I had more time to snoop around, but I need to get to class early if I want to corner Misses Blackburn._

Before she closed the locker, Lilly’s eyes caught sight of her sister’s weapons. The small, black cylinders, each only a few inches long and a little bit thicker than her thumb, sat alone on an upper shelf. They didn’t look like much, but the metallic tubes were actually a pair of collapsible batons. The batons were great for focusing the force of a strike, but the electric dust that powered them made them far more effective. To Lilly’s amusement, Violet had copied her fighting style, although the batons were a more offensive weapon than her tonfa. Then again, they didn’t offer any ranged option. Violet would likely try to incorporate something like that as she developed, but she was off to a good start at least. _Maybe I can help her find a way to discharge the electric dust as a projectile someday._ Of course, she’d only hint at such possibilities. It was best if Violet was the one to come up with the actual idea in the end.

Lilly chuckled for a moment as she felt the small devices for a moment, then shut the locker and made her way to the familiar entrance of Misses Blackburn’s classroom. The room held so many unhappy memories for her, from Bianca’s injury to the fight with Yang, but those seemed like a lifetime ago now that she knew the truth. It still hurt, in a way, but the pain was so distant that it was easy to push aside. It was easier to remember the good times with her old friend, as well as with her new one now that she and Yang had finally buried the axe. _Just glad it wasn’t buried in one of our backs._ Steeling herself to face the teacher she had disappointed so often, Lilly knocked on the door.

“Oh, Lilly. They told me you might drop by today.” The man who answered the door was clearly not who she expected, but it didn’t take her long to recognize one of her former teachers.

“Mister Xiao-Long?” Yang’s father, the not-so-secret crush of nearly every girl – and some teachers – at Signal stood before her. With his messy blonde hair and deep, blue eyes, Taiyang Xiao-Long looked vaguely like a much more mature version of Jaune. _Maybe this is what Pyrrha sees in Jaune. If that imbecile wasn’t such a whiny pushover, even I might be interested._ “What are you doing here? Doesn’t Misses Blackburn teach Combat Class?”

Mister Xiao-Long scratched the back of his head, further reminding Lilly of a certain idiot. _If I didn’t know any better, I’d think Jaune was some secret lovechild of his or something._ Of course, Jaune had shown them all pictures of his family, including his parents. Turns out, Jaune’s dad was a bit of a looker too.

“Please, call me Tai. You’re not a student here anymore, Lilly, and _Mister Xiao-Long_ makes me feel old.” Mist– no, Tai, insisted, looking for all of Remnant like the formal name wore him out. Tai stepped aside to let Lilly into the classroom, leaving the door open now that he was in mixed company. “As for Misses Blackburn, she’s on maternity leave right now. A few of us teachers decided to pitch in and cover her classes for her. I wound up with this one, since I have a free period after lunch.”

For most teachers, getting a substitute was fairly easy, but Combat Class was different. You couldn’t afford to just have some random civilian teach it. Aside from their lack of knowledge and experience regarding aura and Huntsman combat, the teacher had to be able to step in if things got carried away. _Probably why Miss Goodwitch teaches it at Beacon. With her Semblance, she can subdue a student without much trouble._ Misses Blackburn didn’t have such an advantage, but she was more than capable of stepping in if needed. Tai was a strong fighter as well, so he seemed like a good fit.

Lilly used to wonder why he didn’t teach Combat Class, given his proclivity for melee combat and extensive experience. As it turned out, he used to teach that class, but was quickly replaced due to his rules on Semblances. Signal wanted students to practice using their powers to get better control, but Tai used to force them to fight without it. Lilly agreed with him that most Huntsmen relied on their Semblances too much, especially since fighting without them didn’t affect her but could prove a huge handicap on her opponents. They were still required to do one spar each year without using Semblances. Lilly looked forward to that match every year, as it usually wound up being an easy win. Less enjoyable were the spars in their final year without weapons, meaning people like Yang wiped the floor with everyone. _Huh, now that I think about it, Ruby never got those lessons. Pretty sure she would’ve done even worse than I did, given how she clings to that massive scythe of hers._

“So…” Lilly dragged out, unsure of how to suggest her idea now that the moment had arrived. Instead, she bought herself time with a different topic. “How’s Yang doing? Is she recovering okay?”

“She’s already doing much better, even if she is going a little stir-crazy. She demanded that we spar this afternoon after I get off work, so I guess she’s back to normal.” Tai’s smile hid a hint of viciousness. “Guess I’ll have to see just how much she’s learned at Beacon.”

“Trust me,” Lilly said, leaning against the railing in front of the student seating, “she’s still just as much of a hothead as she was in Signal.”

Tai chuckled as he walked past her to the small desk off to the side of the ring. “Heh. That’s my sunny little dragon for you.” Lilly fought back a laugh, making sure to log away the cutesy nickname for later. “She’s always been stubborn. I’ll just have to exploit that later.”

“If you don’t mind me asking, sir,” Tai gave her a little glare for the term, “how are the two of you are so different?”

“What do you mean?”

“Well, you’re so level-headed. Yang’s…well, she’s Yang.” There really wasn’t a better way to describe it. Tai was a very cautious teacher, emphasizing tactics and exploiting weaknesses in your opponent in his tactics classes. His lessons mostly consisted of analyzing fighting styles and trying to identify strengths and weaknesses. It was like Grimm Studies and Combat Class lectures rolled into one, as they would often jump back and for the between human and Grimm opponents in their lessons. _Ursa are heavy-hitters, but don’t do well against speed. Ranged fighters typically suffer in melee. Beowolves tend to travel in packs and attack from multiple angles._ His classes were simple, yet had huge application to their futures. As Tai often explained, with the proper strategy, you could beat most opponents before the fight even started.

“I was a bit reckless in my youth, too, but most of it comes from her mother. She was…” Tai paused as he recalled some distant memory, his smile conflicting with the pain in his eyes. “She could be pretty impetuous but had the skill to back it up. I see a lot of her in Yang, both good and bad, but there’s a big difference between the two.” Tai looked at Lilly, his eyes finally reflecting his smile. “Yang’s mom didn’t see much value in friendship, always confident that she could handle anything by herself. Sometimes, it felt like we were just along for the ride. Yang, though, seems to have surrounded herself with good friends, including you. She hasn’t stopped talking about Friday since she got home. It’s good to see how close the two of you have gotten lately.”

Left unsaid was how different that was only a semester ago. Lilly did her best nowadays to ignore how things had been, but moments like that had a way of haunting you. She could recall the pained expression Yang would get whenever Lilly brought up Bianca. Looking back, she knew it was because of the secret Yang had promised to keep, even after all those years and with the problems it caused her. _She was such a loyal friend to Bianca, even after she left._ Now, she seemed to have that same fervor for their friendship.

“I feel like I should apologize for how I treated your daughter the last few years,” Lilly suddenly blurted out. Sure, it was old news now and it wasn’t like she had ever done anything to Tai directly, but she knew it had to have affected him. Tai’s devotion to his daughters was legendary, so she was sure he had not only noticed their rivalry, but had to deal with the inevitable griping and bad moods it caused. “Ever since Bianca left, I’ve been a total–”

“Nope.”

That explained where his daughters got that annoying habit.

“But I–”

“I’ll stop you right there,” Tai said, cutting her off yet again. “Yang explained the whole thing a long time ago. Honestly, both of you made mistakes, but what’s done is done. Nothing you say or do can change the past. I’m just glad the two of you finally sorted things out.”

“Only because we were fighting!” Lilly couldn’t help but laugh at how ridiculous the whole thing must have looked in the end. The two of them would probably still resent one another if it wasn’t for that fateful spar and everything else going on with Smit. Lilly had been so angry at everything, that she saw Yang as a convenient outlet and charged into her room, looking for trouble. Normally, she would’ve held back, trying to prove she was better than Yang, but everyone had their limits. Lilly was thankful she reached hers that day, even if Yang’s slap had stung the rest of the night.

“Some things in life are worth fighting for,” Tai explained simply. “There are plenty of things I wish I’d fought harder for in _my_ life. It’s always easier to let things happen, but the best things in life require the most effort.”

Like any good teacher, Tai never stopped teaching. Lilly wished she had heard the lesson sooner. Most of her problems ended in fights, but that was almost always how things got fixed as well. _Maybe I should just jump straight to fighting from now on._

Speaking of fighting…

“I was wondering if I could ask a favor of class today.”

“Sure. What’s up?”

Lilly laid out her plan, watching Tai’s face to see how he would react. The idea had come to her last night, but it all hinged on Tai’s decision. Lilly figured he would be more open to it than Misses Blackburn, but it was still asking him to change the lesson plan last second, all so that she could mess with her sister. Wouldn’t be a big deal if he said no, but she couldn’t pass up a chance like this either.

Tai seemed to be at least considering the idea. “I don’t know. I mean, I don’t have anything planned today other than a few ungraded spars, but I still need it to be educational.”

Lilly came prepared for that, of course. “It will be. On top of that, I can talk to them about applying for a Huntsman academy like Beacon and what to expect. I know they still have a few years before that, but I kinda wish someone had given us more information before our last year so we could prepare better.” He still seemed unsure if he should, so Lilly pulled out the big guns. “Yang thought it was an awesome idea when I talked to her.”

Yang always joked about how their dad wanted so badly to be cool. If she couldn’t win him over with the benefit to the students, then maybe he’d jump at the chance to prove himself to Yang later. Sure, Lilly was being a little manipulative, but some things were worth fighting for.

Some were even worth fighting dirty for.

“Alright, but just this once, okay?” Lilly cheered at his reluctant agreement, even if she could see the smile he fought back. “I’ve got actual lessons planned the rest of the week. You’re free to sit in with your sister, but only if you promise to behave, got it?”

“Of course.” Lilly would be staying home the rest of the week, so it wouldn’t really matter. “Thank you so much, Tai!” Lilly gave him a quick hug. She tried, and failed, not to notice how solid the muscles in his chest felt before she quickly stepped back, making sure not to make things too awkward for him. Sure, she wasn’t his student anymore, but she was still the same age as his daughter. All it would take was a single student walking by for the Signal rumor mill – second only to Beacon’s – to implicate him in some sordid affair with someone less than half his age. “Is there somewhere I can wait? I’d rather her not see me when she comes in.”

Tai pointed to a small office off to the right. “Misses Blackburn’s office. I don’t really use it that much, since I’ve got my own classroom, but you should be able to hide in there until class starts in a few minutes.” The room had a large window beside the door, granting the office a clear view of the room. Of course, that worked in reverse as well. Thankfully, the blinds were already down, concealing the room from view.

“Perfect!”

“Lunch is almost over, so they’ll all be here soon,” Tai commented as she made her way across the room.

Sure enough, the clock showed they were less than five minutes from the bell. Lilly quickly made her way into the office, one she was a little more familiar with thanks to her sparring issues. Even after the fight with Yang, there were others that angered Lilly by taking Yang’s side so quickly, many of which then talked about Lilly when she wasn’t around. With her Semblance and an unhealthy level of angst, Lilly had listened in on a few of them and sought revenge in spars. Most of those ended with her sitting in front of the large, wooden desk, facing off against Misses Blackburn time and time again. It got better after the first year, but that wasn’t to say she didn’t have a few incidents later on. A small shelf beyond the desk held the usual trophies that Misses Blackburn gave out at the end of the year. She felt it was important to give them a goal to work towards and would acknowledge those that had the best fighting record.

Lilly had never gotten one.

Lilly’s curiosity got the best of her as she began snooping around the office. All but one of the drawers were locked, with the unlocked one holding some boring office supplies. The computer was password protected, of course, so there went that idea. She glanced over the content of a bookcase, cringing slightly at the sight of a familiar, red-leather bound monstrosity of a book that claimed the far end of her collection. Worse, judging by how weathered the pages were, Misses Blackburn frequented those ludicrous stories far more than anyone should. _No one will ever believe me._

By the time she had finished reading the back of a small book on famous Huntsmen, a loud tone pierced the room. Even after so long, the hated sound brought a burst of stress to Lilly before she could remind herself she didn’t have any class to rush to. Beacon’s tone was far less shrill – something Lilly would forever be grateful for.

Class wouldn’t start for another ten minutes, giving students a chance to swing by their lockers and get to class before the next tone. Lilly anxiously waited in silence, suddenly nervous about her plan. _There’s nothing to worry about. You got this, girl._

Lilly suddenly realized she might not hear her cue from the cramped office. Instead of risking it, she peeked through the blinds for a moment, just long enough to fix her Semblance on Tai. As her vision blurred, indicating the transition to Tai’s perspective, she instinctively pulled her hand back, keen to relieve her plastic barrier of its small gap. It wouldn’t do to be spotted early.

Through her Semblance, Lilly watched as the class slowly filled in. A few students came in ahead of their peers, followed by the majority of the class, all busy chatting amongst their small cliques. Lilly bit back a laugh at some of the weapons these young students brought to class. _There’s always a few that overdo it._ She could still remember the purple-haired moron Russell had taken down in their first fights. It looked like a few of these guys were following that same path. _Is that a chainsaw with a flamethrower attached?_ _What’s the point in that? Or how about that one?_ A rather tall boy sat near the aisle, needing the extra space for the massive club he wielded, easily longer than he was. _Aside from how hard that would be to carry, how would you even use that thing? Might as well be hauling around a tree at that point._ There was no doubt in her mind that it also had some sort of crazy dust enhancement or a hidden attachment. Maybe it shifted into a cannon or some other such nonsense. He probably thought it made him look tough or cool. Yang would certainly have a comment on his weapon’s size.

Other students seemed to have learned better, carrying much more practical weapons for the most part. Some were pretty basic, much like Jaune’s sword and shield combo. _Better that than flamesaw over there._ Several looked to have some sort of mecha-shift capability already. A few even had two different weapons, such as a gun and dagger combo. Most of the weapons here would change in the coming years, but she had already decided which had the most potential out of Violet’s class just based on their weapon designs.

Signal had an entire workshop for weapon creation and maintenance, as both were a requirement of the school. As the students progressed, they’d learn more about their fighting style and Semblance through all the training. Their style would change during that time, meaning their weaponry would need to keep up. Lilly’s tonfa had gone through several changes over the years, as had all of her class. Yang’s gauntlets started out as oversized brass knuckles, until she was picked apart by a ranged opponent. _Ember Celica_ had come a long way since then.

As the minutes ticked by, the arrivals slowed to a trickle, but Violet was still nowhere to be seen. Lilly pushed down her rising panic, ignoring the urge to sever her connection and double-check her schedule. _This is her class. She’s just running a little behind is all._ Violet was always such a punctual student, though, that Lilly expected her to be among the first to arrive. Lilly wondered what had suddenly changed.

The answer should’ve been obvious, as Violet slipped in at the last second alongside the boy she’d met last visit. The bell sounded just as they reached their seats, still talking as the lesson began.

“We have a special demonstration planned for today, but first, I’ll need a volunteer.” As planned, Tai left off the specifics.

Many of the students’ hands shot up, as most of the class was eager to fight. Whether they wanted to impress their friends or were just looking to vent from their morning classes, finding a volunteer in Combat Class was never a difficult task. Lilly growled to herself as she noticed Violet, who was still too focused on the guy beside her to bother joining in. Luckily, the decision had already been made beforehand.

“Violet Azura!” Tai called out, causing several grumbles as the sea of hands receded. “Thank you for volunteering!” Lilly had to imagine Violet was dying inside, thinking she had been caught not paying attention and was being called out for it. _Buckle up, sis. It’s worse than you realize._

To his credit, Violet’s guy friend made sure to cheer her on, shouting some encouragement as she quickly made her way onto the platform beside her teacher. Violet’s purple eyes betrayed how nervous she was as she brushed her brown hair back with her hand, then pulled out both batons. Lilly almost felt bad for what was about to happen.

“I’m sure some of you are already looking ahead to after Signal. Out of curiosity, is anyone here hoping to attend Beacon after graduation?” Plenty of hands shot up, as expected. A few might decide on one of the other Kingdoms, but their proximity to Beacon and the school’s reputation made for a tempting goal. “Good. As a Beacon alum, I can tell you it’s a fine school. But why take my word on it? Today, we have the privilege of having a Beacon student in our class. They’ve offered to do a quick spar and then talk to you all about their experiences at Beacon. Afterwards, we’ll let you all ask questions.”

Most of the class suddenly sat up, eager to hear from someone so close in age and with information on Beacon. Violet, on the other hand, suddenly looked a lot more worried, realizing she had not only been caught not paying attention but would be facing someone a few years older as a result. Lilly chuckled as she disconnected from Tai, knowing it was time to make her entrance.

Tai had placed himself between Violet and the office, but the rest of the class noticed her arrival instantly. She could hear a few mumbled conversations as she confidently approached the platform and took her position. Violet’s friend looked conflicted, unsure if he should laugh at the reveal or sympathize with Violet. Luckily for him, Violet didn’t notice as she slowly turned to face her much more experienced opponent.

“Lilly? What are _you_ doing here?”

“Is that any way to treat your sister?” Lilly asked, smiling a little more than necessary. The color drained from Violet’s face as she quickly pieced everything together, suddenly aware she had been set up. “And after I came all the way from Beacon to see my baby sister. Question is, have you improved any since our last fight, or were you too busy studying something _else_?” Lilly shot a quick glance towards her sister’s biggest fan, who made a valiant effort to look elsewhere.

Lilly watched her sister’s eyes sharpen, even as her cheeks reddened with embarrassment. Much like Lilly, Violet was brutally competitive. Game night at the Azura household was not for the faint of heart. Violet grit her teeth as she deployed both batons. “I’ll show you. Bring it on!” she yelled at Lilly, thumbs ghosting over the small button on each weapon.

Nothing happened.

Violet pressed the buttons again, harder this time.

Still nothing.

Violet looked like she was about to have a panic attack as she looked down at her batons, purposefully pressing both buttons and looking more worried each time they didn’t respond. “C’mon, c’mon, c’mon,” she frantically whispered, hoping to convince her weapons to work for her. Lilly could hear the hushed mutterings across the room as the class watched, most fully aware of what should have happened.

A loud whistling drew everyone’s attention to Lilly. “Forget something?” Lilly waved the small pair of dust cartridges in front of her before turning to the class. “Don’t forget, it’s always important to check your weapons regularly. The last thing you want is to start a fight unprepared.” Lilly blindly tossed the cartridges to Violet, letting the girl redeem herself slightly as she managed to catch both easily. “Most opponents won’t break into your locker to steal your dust, but you never know.”

By the time Lilly finished, Violet had already loaded her batons and activated them, sparks of energy crackling off the smooth metal. Violet looked fit to kill at this point. _It’s her own dumb fault. That girl really needs to change her combo._

Tai stepped between them, asking each if they were ready to begin. Lilly could see the slight annoyance on his face when he turned to her, but there was a reason Lilly hadn’t warned him about that part. _Better to ask forgiveness._ As soon as both signaled readiness, Tai stepped back to the side of the ring, the room falling to silence in the process. It wasn’t every day they got to see a Beacon student fight. They were probably just as interested to see if Violet could get any sort of revenge on her sister. _Feel free to try._

“Begin!”

/- - - - - - - - - -/

“I really hate you sometimes.” There wasn’t much heat behind Violet’s words, making it clear she would get over it eventually.

The long walk back home had given Violet a chance to finally vent away from the prying eyes of her classmates, and vent she did. They were already more than halfway home, and she was still going strong.

Not that it wasn’t deserved. If Combat Class wasn’t bad enough, Lilly had needled her sister a little more in her remaining classes. She made sure to take the seat next to Violet before a certain boy could claim it. He was too nervous around her to say anything and quickly offered to take another seat. Lilly was quick to point out the desk on the other side of her before he could find a spot near Violet. As Lilly expected, he ended up following her suggestion, probably hoping to win points in her book by doing so. Honestly, his politeness was working, but Lilly refused to acknowledge that. _Better to make him sweat a bit._ Other than that, Lilly ignored the guy, making him work to even speak to her at all.

The real fun had come during the last class of the day when the teacher asked them to pass in their homework. The look on Violet’s face when she couldn’t find hers was priceless. As Violet frantically rifled through everything in her bag and flipped through her textbook, hoping the paper would magically appear within its pages, Lilly finally pulled it out of her pocket, passing it forward for Violet as she felt the eye-daggers pierce the side of her head.

After class, Violet’s _friend_ offered to walk home with them. According to Mom, he almost always walked her home each day, even though he lived closer to the school and would have to walk all the way back alone. Overall, he seemed like a really nice kid, but that didn’t stop Lilly from telling him she could get them home safely and bidding him farewell. Lilly knew it would be too awkward for him at that point, so the two sisters got to walk home without a brave escort.

“You did really well in that fight today,” Lilly offered, hoping to cheer her up a bit. She rubbed the top of Violet’s head for a moment, stopping only because Violet jumped away, trying to fix her hair. “You must have been training pretty hard while I was gone.”

“Must not have trained hard enough,” Violet grumbled. “I didn’t even land a solid blow.”

“Seriously, you did a lot better than last time. You’re a lot quicker and you don’t hesitate like you used to.” Honest praise, as Lilly had been impressed by the sudden improvement. _Signal is one of the top schools for a reason. Looks like things didn’t fall apart after I graduated._ “You keep this up, and you’ll have no trouble getting into Beacon.”

“I’ll still never catch up to you.”

“Don’t worry about that. Just focus on being the best _you_ that you can be.” Lilly remembered always trying to compare herself to everyone else at that age. All that lead to was her disappointment because someone was better than her. _Thing is, there’ll always be someone better._ Signal’s teachers often reminded them of this simple fact, but being a bunch of stubborn teenagers, they rarely learned it until much closer to graduation. “Besides, it’s not like I stopped training either. Beacon is a pretty demanding place.”

“It’s not just your training…”

“What do you mean?”

“Are you kidding?” Violet asked, coming to a sudden stop with an incredulous look. “We all saw the news reports, Lilly. First you take on Torchwick and the White Fang. Next thing we know, you’re raiding a White Fang base and saving the entire city from some massive attack!”

 _I guess I never thought of that,_ Lilly considered. Her team had worked hard, training and exercising more than she had ever imagined, but they’d had more than just practice lately.

They had experience.

Lilly’s team, RWBY, JNPR, and even CRDL to some degree had been involved in fighting that was well beyond them. Grimm, terrorists, and a corrupt Huntsman should have been too much, but they pulled through each time. The thing about training was, no matter how much you did, it was never enough. The real reason Huntsmen were so strong was that they had been through so much already. That kind of experience taught them more than just how to fight…it taught them how to survive.

Combat Class was almost unfair anymore, as the rest of the class couldn’t hope to match their four teams anymore. Their trials formed a huge gap between them and the others. After all, there was a reason no one else had been called out to the breach. It should get better after everyone had their missions, but Lilly doubted it would be anything like theirs.

Despite everything they’d been through, Lilly didn’t feel that special. “It’s not like I was the only one there,” she insisted. “Randi can, and often does, take on all three of us at once. Pyrrha can beat her as well. There were usually other teams involved, too, like Ruby.” Lilly didn’t see herself as some sort of superhero, just part of a strong group of students.

“So what?” Violet demanded. “You and that other team – Ruby, right? – are practically famous around here, especially since half of you are from Signal.” _Math never was her strong suit._ “Didn’t you notice how my class practically drooled over you?”

Lilly thought back on her Signal visit, but nothing really stuck out. Sure, several of Violet’s classmates had talked to her between classes, but they just wanted to know about Beacon, not her. Then again, there was that one kid that asked for her autograph.

“You idiot,” Violet groaned as they began walking, using Lilly’s favorite insult against her. “You didn’t even notice, did you? You can be so oblivious sometimes.”

“Hey, I’m no Jaune!”

“Jaune?” The reference sailed over Violet’s head. “If he’s the biggest duffus you can think of, then maybe you are.” _Okay, that stung a bit._ “Ugh. What about all those questions in Combat Class?”

Lilly had given a brief explanation of Beacon’s application process, including the deadlines and interview that every student went through. The students were much more interested in Initiation, which Lilly explained helped form teams after their arrival. That had drawn an immediate question for more information, but Lilly just smiled and said they were sort of _thrown_ into a situation and had to find a partner while completing an assigned task. The results determined full teams.

She did her best to explain how teams worked, even if she had to kind of make up crap about the naming process. There had been some quiet chatter when she mentioned how the team they were assigned would be with them all four years, including training, rooms, and even fighting together in the Tournament. It was all about finding a way to combine four different fighting styles into one.

Tai had stepped in for a moment, seeing as he was the tactics expert at Signal. He explained how each style has different strengths and weaknesses versus other types, and that a team allowed each member to make up for their partner’s weaknesses. It also meant you had to adjust your tactics to match. For instance, a team like CRDL had to be aggressive, since they needed to be in melee to do any real damage. An all-melee team risked amplifying their weakness, but with proper pressure, they could overwhelm their opponents. A mixed team wouldn’t do well in a melee fight against them, meaning the outcome of their battles would largely depend on whether or not they could close the gap on their opponents’ ranged combatants. Many in the class looked like they doubted Tai’s explanation, but CRDL was living proof of the concept, being one of the stronger teams in their class.

Once the mini-lecture was over, Lilly had asked for questions. She remembered being in their seats not long ago, and how no one wanted to go first, which is why she was shocked to see so many hands shoot up instantly. It started with missions, with Lilly describing how they got to pick as a team. Of course, that lead to questions on _her_ mission and what happened afterwards. Another asked about the docks incident. They then asked about the Paladin fight, even if she wasn’t part of it. In fact, it seemed like the questions were rather specific to her team, now that she thought about it.

“It’s not like we _tried_ to get all that attention. We never…” Lilly paused as she remembered Randi and the White Fang rally, “ _I_ never went out looking for trouble. We were just always in the right place at the wrong time.”

“And now you might be one of the most well-known kids on Patch.”

“Look, it wasn’t all fun and games.” Lilly remembered the White Fang Smit had killed, Miss Goodwitch’s lectures to her team after the Paladin fight, and the bodies from the breach. “Sure, we stopped the bad guys, but at a cost.”

“What do you mean?”

“People died. What’s more, I doubt the White Fang are very fond of us right now.” Blake and Sun were recognized at the rally. Lilly was pretty sure her entire team were now on the same list. “If a bunch of kids on Patch know what I did, I can pretty much guarantee they know too.”

The realization hit Violet suddenly as she gasped, “Wait, are you saying you guys are in danger?”

Lilly reached out to rub Violet’s head again, but the nimble girl danced back before she could. “Violet, I’m a Huntress. Being in danger is kinda part of the job.” She doubted Violet or her friends really considered how dangerous their chosen path could be. Kids liked to focus on the bright side – victorious Huntsmen coming out on top against all odds. Reality wasn’t always so kind. There was a reason you didn’t find many old Huntsmen. Some retired, but many more went on one too many missions. “Either way, I’m keeping a close eye on my team, just in case. Whatever happens, I’ll have their back, and I know they’ll have mine.”

The two sisters began the short trip up their driveway as Lilly guided the conversation back to happier topics. Soon, Violet’s concern melted away as she returned to Lilly’s time at Beacon so far, mainly focused on her team. Lilly did her best to describe them, leaving out certain bits, like Smit’s past. As she told her sister more and more about them, her mind began to wander back to Beacon and the team she left behind for a few days.

_Wonder what those three are getting up to without me?_

/- - - - - - - - - -/

Honey fell face first onto her soft mattress, utterly exhausted from her workout. Smit had put her through the wringer today.

“Is that what you and Lilly do all the time?” Honey moaned, words muffled somewhat by her bed. _Too tired. Just gonna lie here for a bit._

Smit laughed a little from his own bed, sitting upright but breathing a little heavily as well. “I _may_ have pushed it a little today,” he admitted sheepishly. “I was just so _bored_! There’s nothing to do around here right now, so I thought I’d get in a little more gym time. How you holdin’ up?”

“I’m fine,” Honey grunted, finally turning her head to the side to breathe again. Smit didn’t look too convinced. “Like you said, there’s nothing to do. Besides, Lilly’s gone for a few days, so I didn’t want you to have to work out alone.”

“Don’t worry about it,” Smit insisted, rolling his head around until a sharp crack sounded. “You don’t have to come if you don’t want to. I think I’m big enough to work out on my own now.”

“No, I want to come along. I _need_ to come along,” Honey corrected, trying to push herself up but abandoning the idea when her arms refused to move. “I’m no good up close. If someone gets into melee range, I’m pretty much toast. Figured you’re the expert on that style, so I’ve been meaning to ask for your help anyways.”

“If you say so. Maybe you can join me and Lilly when she gets back. She could probably help you out more than I can, to be honest.”

“You sure you don’t mind the third wheel?” Honey asked, barely managing a mocking smile.

“We’re not like that,” Smit insisted, although not with any of the fire that Lilly usually had for her.

“C’mon Smit, we both know you’d like to be.” Honey finally mustered up the strength to sit up, pulling herself over to the head of her bed so she could use the wall for support.

“Did Randi tell you that?” Smit asked, his lack of denial as good as any confirmation.

“It doesn’t take some crazy Semblance to see you’re into her,” Honey snarked back. “I think even Jaune figured it out by now, and you know how blind _that_ boy is. In fact, the only person who hasn’t noticed is Lilly, I think.”

Honey couldn’t quite figure out how her partner was so blind to Smit’s obvious interest. Even before the dance, Honey and Randi basically told her all the time. Smit finally came to realize they were right after that, but Lilly was either as oblivious as Jaune or just in denial. Honey was pretty sure it was the first.

Honey’s mom had always said that people were often blind to things closest to them. Jaune could see Smit’s interest, but still missed how Pyrrha nearly threw herself at the boy lately. On the other end, Lilly couldn’t believe how blind Jaune was to Pyrrha’s advances, but she somehow missed Smit’s at the same time.

“Look, there’s nothing wrong with you liking her,” Honey promised, knowing this might be her best chance to break through to her teammate. “In fact, I think it’s wonderful! But if you’re waiting for her to notice or give you some sort of sign, you could be waiting a _long_ time. Maybe you haven’t noticed, but Lilly’s not exactly the best at handling her own issues.”

“Heh, guess you’re right,” Smit agreed. _Finally, we’re making progress._ “Not sure what to do about it, though. Probably best not to pull a Yang and slap her.”

“You try, and I’ll have Randi turn you into a Smit-kabob.” Honey’s glare lacked the fierceness of Lilly’s, but their leader had far more practice.

“Don’t worry. I’m dumb, but not _that_ dumb.” Smit had proven himself far smarter than he let on, in Honey’s opinion, but he always seemed to struggle when it came to women. “I’ve tried everything. Sharing stories of our past. Joking around with her. I even offered to buy her lunch one time!”

“You really are hopeless, you know that?” Honey’s face met her palm with a loud smack. “Just tell her how you feel. No jokes. No subtlety. Just lay it all out in the open.”

“But what if she says no?”

“Then at least you know!” Honey suddenly understood why Lilly always seemed so frustrated. “Weren’t you the one who always talked about wanting a chance? Well, you’ll never get one if you keep dancing around the issue. Sure, it might not work out. That’s life. If she’s really as important to you as you claim, though, then it’s worth the risk. If there was nothing to lose, then there’d be nothing to gain, either.

“If you want to just sit back and do nothing, fine!” Honey continued, somehow finding the strength to stand as she lashed out for once. “Just don’t come whining to me when nothing happens.”

Honey stood transfixed, panting heavily as she stared over Lilly’s empty bed at Smit. _No wonder I spend so much time with Randi. These two are perfect for each other…they’re both hopeless._ It felt kind of good to finally let loose for once.

“Wow,” was all Smit could say at first. “Honey’s got fangs. Where’d all that come from?”

Honey practically deflated onto her bed once more, returning to her usual, shy self in an instant. “S-sorry,” she stammered, still winded. “You two can be so…so _aggravating_ sometimes.”

“Don’t apologize,” Smit said, walking around to sit on the other side of Lilly’s bed. “You’re right. I’m no good at being serious, especially around Lilly. She’s so much fun to be around, I guess I was afraid to lose that.”

“Lilly? Fun?” Honey seemed genuinely confused. “You sure we’re talking about the same girl?”

“Hey, you’re her partner. Shouldn’t _you_ be the one defending her?” Smit shoved Honey’s shoulder playfully. “Where was this Honey last semester?”

“I don’t really like confrontation,” Honey answered softly.

“Bad luck getting stuck with Lilly, then. Pretty sure that’s her first language or somethin’,” Smit joked. “For someone who hates confrontation so much, you sure can go off on someone.”

“You think this was bad?” Honey asked with a grin. “You should’ve seen me with Lilly.”

“Wait, what? When was that?”

“Well…the first time was–”

“First time? You mean there was more than one?”

Honey’s giggle at her partner’s not-so-secret admirer’s confusion cut off as their door opened.

“Sneaking into Lilly’s bed now? That seems a little forward of you, don’t ya think?”

“Dang it, Randi!” Smit yelled, shooting off of Lilly’s mattress so fast he almost fell onto Honey, who was too busy cackling to notice.

Randi smirked as she crossed the room, calmly divesting herself of her armored pack before claiming the edge of her own mattress. Her gray shirt was darker than usual, evidence of the sweat that still lingered on her forehead. _What on Remnant has she been up to?_ Honey had never seen the girl look so worn out before.

“You finally get through my partner’s thick skull, Honey?”

“I think so,” Honey replied, doing her best to regain her composure. “He sure doesn’t make it easy.”

“Well, I’m sure Lilly will be grateful, at least. You make a great wingman.”

“What she sees in this loser is beyond me. To each their own I guess.”

“Hey!” Smit shouted, looking back and forth at the tag-team that now surrounded him. “This _loser_ is right here, you know. Also, why are you so sweaty, Randi? I didn’t even know you _could_ sweat.”

Honey and Randi shared a meaningful look for a moment, both fully aware he was changing the subject but silently agreeing to allow it. “Pyrrha and I sparred for a bit today. She won, but it took a lot longer this time. It was nice to let loose for a bit.”

“Sorry we can’t provide enough of a challenge,” Smit jokingly apologized. “At least _someone_ is having fun today, even if her idea of fun is being the Invincible Girl’s punching bag. Got any plans for tomorrow?”

“Hoping I’ll find something for you to do?” Smit shrugged his shoulders with a sheepish grin, proving she’d hit the nail on the head. “We’re gonna train together in the morning, but I’m free after lunch. We should all hang out or something. I hear there’s some charity concert going on to raise money for repairs to the city. Could be fun.”

“I’m in!” Smit shouted excitedly. Honey simply nodded along, content to follow their lead.

“While we’re making plans, Pyrrha wanted to know if we’d like to join their team for some training on Friday.” Having no plans whatsoever, both Honey and Smit agreed easily enough. “Great! I’ll let her know tomorrow.”

“Why’s she want to help us?” Honey asked. “I mean, we could wind up facing each other in the Festival. Wouldn’t it be better _not_ to help us prepare?”

“Actually, she said she hopes we make it into the Tournament.”

“More like she wants _you_ in the Tournament,” Smit shot back with an eye roll. “Pyrrha’s super competitive. At least as far as Beacon is concerned, you’re probably her best chance at a real challenge. In fact, I wouldn’t be surprised to see you two in the championship.”

“Whether or not that’s true,” Honey interjected, “this is a great opportunity. Maybe we can arrange another practice with them once Lilly gets back.”

“By the way, Honey, weren’t you gonna go home for a visit too? You told Lilly that’s why you couldn’t come visit her.”

Honey hesitated a moment at Smit’s probing question. “I said I already told my mom I _could_ visit, which I did. Unfortunately, she has to travel for work this week.”

“Then why didn’t you go with Lilly?”

“Well...Ruby told me about Yang’s reason for inviting Lilly over. It’s kind of a surprise. Ruby’s planning to disappear for the day too,” Honey explained. “We thought it would be better if it was just the three of them.”

“ _Three_ of them?”

“That’s sort of the surprise…”

/- - - - - - - - - -/

Lilly’s visit rushed by before she realized it. She managed to cram as much time in with her family as she could, especially after Dad said he was taking Thursday off to be home with her. Before she knew it, though, it was already Friday, and she was on her way to Yang’s house, a large plate of cookies in her hands, courtesy of her mother.

It was sort of embarrassing to realize just how easy it was to get there, yet she’d never once visited thanks to their feud during Signal. _It would’ve been so nice to have a friend nearby._ Lilly could almost imagine the sleepovers and parties they’d have had together. Having someone to just drop in on from time to time sure beat the isolation she inflicted on herself. They might have even partnered up at Beacon, rather than doing their best to avoid one another.

Not that Lilly didn’t like her team. She honestly couldn’t imagine trading any of her teammates, even for Yang. Honey was so sweet and understanding, but could take Lilly to task on what really mattered. Randi was arguably the second-best fighter in their class, only barely being edged out by Pyrrha. Sure, she was pretty quiet and withdrawn at first, but as time went on, she’d proven to be a loyal friend whose wit was as sharp as her spear. She even valued Smit, idiot that he was. They joked around all the time and genuinely cared about the team. Sure, he came with a lot of baggage, but at least he was honest about it. Lilly had done her best to hide her problems, which only made things worse until she finally caved.

It was kind of weird to realize how much she missed her team, even after just a few days away from them. They didn’t have many classes left before the Festival break, meaning she’d have plenty of time to spend with them. Of course, much of that would be spent training if they had any hope of getting into the Tournament. _Only four teams from the younger years. That means we have to get picked over second-years if we want a shot._ She was sure JNPR would get a slot, seeing as they had someone famous like Pyrrha. RWBY was probably being considered as well. That only left two more openings. _What are the odds they only take one second-year team_?Sure, they had Randi, but that was still a tough sell, given the circumstances.

 _I can worry about that later,_ she thought as she reached Yang’s house. It looked different than she imagined, sort of like a big log cabin as opposed to the more modern look of her home. That being said, Yang’s house was probably bigger than her own. It had a full second floor, which likely held multiple bedrooms, leaving the ground floor open for living space. Outside, a small shed sat on the edge of a large dirt patch – probably some sort of training area given the Huntsmen nature of its owners. There were lots of trees surrounding the home, with quite a few that looked perfect for climbing. To Lilly, it looked more like a vacation home than anything else, and she had to wonder how nice it must be inside.

Before she reached the door, Tai and Ruby rounded the corner, catching sight of her instantly.

“Lilly!” Ruby shouted, a little louder than necessary as she rushed forward with her Semblance. The red comet struck her before she could respond, wrapping her in a tight hug before finally releasing her. “You’re early!” Ruby suddenly sniffed the air, catching a delightful aroma of sugar and chocolate chips. “Wait, are those _cookies_?”

“I’m right here, Ruby. There’s no need to yell. And yes, I brought some cookies to share. Did you want one?” She needn’t have asked, Ruby snatching a sweet morsel from the top faster than Lilly could track. Tai chuckled softly as he approached, stopping a few feet away. “Good to see you again, Mist– er, Tai. Are you and Ruby heading somewhere?”

“Tai? You know he’s, like, super old, right?”

“Still young enough to take you on,” Tai sniped back, pulling Ruby’s hood over her head in a surprise attack.

“Ugh, Dad, stop!” Ruby smacked his hand away with a less-than-fierce pout, stepping out of his reach as she answered Lilly. “We’re heading up to see Mom, actually. I want to tell her all about what’s been happening at Beacon.”

“Oh, uh…that’s nice.” Lilly wasn’t sure what else to say, given she knew Ruby’s mom was, well, dead and buried. “Sorry about getting here so early. I can come back later if you’d rather be here.”

“No, it’s fine,” Tai assured her, gesturing towards the door. “In fact, I thought it might be best to give you guys some time without us. We were supposed to have left already, but _someone_ took too long getting ready.”

“Oops.” Ruby made it clear exactly who he meant.

“Alright, well I guess I’ll see you when you get back. Oh, and make sure to tell her about all the trouble Yang’s caused this year.”

Ruby snorted as she waved a hand dismissively. “As if I’d forget all of that.” Ruby’s eyes darted excitedly between Lilly and the house. “Well, we’d best get going!” And just like that, she was back to shouting. “Enjoy your visit, Lilly!”

Lilly shook off the ringing in her ears from Ruby’s sudden blast of sound. “Thanks, Ruby.”

Ruby almost ran down the path, dragging a grinning Tai along as they quickly disappeared from sight. _Well that was weird._ Ruby was always kind of odd, but never that bad. _Maybe she’s just more relaxed when her dad’s not around. Oh well._

Deciding it wasn’t worth worrying about, Lilly replaced the thin plastic covering the stack of cookies before stepping up to the door. She could hear movement inside and assumed Yang was busy setting something up. _Guess that’s why Ruby was yelling, to let Yang know I was here._ Ruby wasn’t the most subtle person. Lilly could only laugh at the unsurprising amount of ridiculousness that surrounded the two sisters. _That explains the antics of their team. Not like Weiss or Blake are to blame._ Well, other than the whole docks thing, which was totally because of those two.

Lilly shifted the plate to one hand as she knocked loudly on the door, quickly steadying the plate again afterwards. The door slowly opened, but it wasn’t the bright, blonde hair she expected on the other side. Instead, a different face smiled back at her.

“Hey, Lilly.”

The plate of cookies fell from her hands, smashing onto the ground in front of her. She hardly even noticed, though, as her eyes roved over the face of her old friend for the first time in years. She wanted to rush forward, but her mind was too busy rebooting at the sight. All she could do was squeak out a single word.

“Bianca?”


	28. Just Friends?

“Yah!” Jaune yelled as he smashed his shield through the newly-formed wall of ice. His excitement was short-lived as his feet met the floor once more. Or, more accurately, the ice patch that coated the floor. A much more startled yelp escaped his lips as his feet shot forward, sending him sliding across the ring. At the same time, a red, glowing whip descended towards his face.

All of Pyrrha’s training kicked in, his sword rising instinctively to block the blow, even as he reached the end of the ice patch and slowed to a stop. Before he could free his weapon, however, the metal began to redden, heat creeping down the blade and eventually finding the hilt, which now glowed ominously. Jaune’s hand shone white in response as he held firm, wincing slightly at the heat but refusing to yield his weapon as he tugged it free once more, the accursed metal whip recoiling away in an instant.

“Good work, Jaune!” Pyrrha cheered from the sidelines as he once more charged at Honey. The two had been sparring for only a few minutes or so, Jaune desperately trying to get in close like Ren once had while Honey continued erecting icy barricades and traps to deter him, only striking when she saw a clear opening. “Excellent use of aura to keep hold of your weapon. Keep up the pressure, but make sure to watch your surroundings. When you lead with your shield, you sacrifice your vision. You need to recover quicker.”

Jaune managed to get in close again, but his horizontal slash sailed high as Honey shrank beneath it, narrowly avoiding the blow before jumping away. Their game of cat-and-mouse continued, although it looked more like a cartoon Smit had watched growing up, as the mouse seemed to get her own hits in along the way. Both of them were still well within the yellow at the moment, with Jaune holding only the slimmest of advantages. The entire time, Pyrrha called out advice and critiques to her partner, even if she was only half-watching as she joined in the conversation on the sideline.

“When are you expecting Lilly back?” Pyrrha asked of the small group beside her. Ren and Nora listened intently, the latter leaning heavily on her friend’s shoulder.

“She said she’d be back Sunday,” Smit answered. Randi nodded in agreement, keeping her eyes on the spar as she silently supported Honey. “She was gonna come back tomorrow, but wanted an extra day with her family instead. I think her dad couldn’t get the week off or something.”

“Well, I think it’s wonderful she can get some time with them.” Pyrrha sounded far too pleased for someone commenting on another’s vacation, but no one doubted the girl’s sincerity. Smit didn’t know the details, but Pyrrha didn’t have the warmest family, from what he heard. The way she talked about them, however rare that was, made it sound like they loved her glory more than her. She assured them her parents weren’t cruel, but she clearly craved a more informal relationship with them.

Smit glanced at his scroll, checking the time while definitely not hoping for some messages from a certain team leader. _A little past ten. Guess she’s already at Yang’s by now._ Lilly had messaged him the night before, checking in on her team and informing him she’d be back a day later than originally planned. Randi and Honey were far too smug when they pointed out that he was the only one getting updates from her. He didn’t care, though, as they spent the rest of the evening chatting back and forth, a strange mixture of information, jokes, and insults that summed up their current relationship perfectly.

Of course, Smit wasn’t a fan of being stuck in the friend zone.

“Course, right now, she should be at Yang’s house.”

“Oh yeah,” Nora chimed in. “Ruby told us she was coming over today.” Ruby had clued them all in while Lilly and Yang spoke privately in the medical ward, though she hadn’t said exactly _who_ would be there. Only Honey seemed to know, though she told the rest of the team later. Judging by Nora’s next question, she’d clued in JNPR as well. “By the way, who’s Bianca?”

“She’s an old friend of Lilly’s from Signal,” Smit explained, glancing back to the ring as Jaune managed to score a glancing blow on Honey’s arm. Her aura barely dropped, but considering how much the guy struggled last semester, making any contact was a huge improvement. “She was friends with Yang, too, back before the whole ‘must destroy Yang’ thing.” Smit knew his robotic voice needed work, but it got the point across and even earned a laugh.

 _Pity laughs still count_ , he assured himself.

“Did their constant feuding have to do with her, then?” Nora’s armrest asked, more of a guess than a statement. Randi was unnaturally perceptive, but Ren often came in a close second. Only their team and RWBY knew the exact details of Lilly’s issues with Yang last semester, but everyone knew _something_ was up. Given how big of a deal Yang and Ruby made of the surprise visit, it wouldn’t have been too difficult for Ren to piece things together.

“Got it in one,” Smit confirmed, pointing to the quiet boy with a grin. “That’s why Lilly hated Yang so much last semester. They had a huge fight after class one day, too. Turns out, Lilly only had half the story. They vented a bit, then fixed things up. Quite the fireworks display at first, though.”

Smit missed the show that night, still avoiding his team after the whole docks thing, but he noticed the change in Lilly not long afterwards. Randi and Honey filled him in on all the juicy details after everything calmed down.

“We know,” Pyrrha commented, still managing a small grin. “We kind of live across the hall. Pretty sure most of the school heard those two going at it.”

“Yeah, plus it was kind of odd seeing them friendly all of the sudden,” Nora added, finally shifting off of Ren’s shoulder as he rolled out the sore muscle but didn’t complain. _I wouldn’t complain either if a babe like Nora was hanging all over me._ Not that he was into Nora or anything, but he’d have to be blind not to see how hot the girls of Team JNPR were. In fact, it seemed like most of the girls at Beacon were serious lookers, and Smit could admit to looking, even if his focus was set on one in particular.

“Well, Yang got Bianca to come for a visit, and they’re gonna surprise Lilly this morning.” Smit chuckled as he pictured the scene. Lilly tried to act all calm and collected, but he was pretty sure she’d freak out when she saw Bianca. “She hasn’t seen her in a few years. Wish I could see her face when they spring it on her.”

“You seem to know an awful lot about Lilly,” Ren quickly interjected, his small smile making it clear what he was insinuating.

“She’s my teammate,” Smit deflected, hoping to avoid yet another discussion of his love life. _Don’t these people have anything better to talk about, like maybe the weird relationships on their own team?_ “Hard not to know at least a little about the people I live with.”

“Oh, is that so?” Randi smirked. “Then I guess you’d know all about Honey and me as well, right?”

He could hear the mocking challenge in her voice as she doomed him. All eyes turned to Smit as he gulped, realizing he had backed himself into a bit of a corner. _Dang it, Randi!_ His partner could be a real pain sometimes.

“I mean, I don’t know _everything_ about her,” Smit insisted, hoping to save himself a little.

“Okay, well you know about Lilly’s time at Signal. Do you know where Honey went to school?”

Smit struggled to recall if Honey had ever said anything, but nothing came to mind. He could recall her saying something about moving from some village to near Vale, but that was pretty vague, so he figured his answer would have to be as well. “She transferred to Vale from a smaller school,” he triumphantly declared, hoping his apparent confidence would bolster the answer.

“Any idea _which_ school?” Randi must have spotted his weakness and was keen to strike.

 _C’mon, think. There’s not that many preparatory schools out there. Patch has Signal, then there’s…_ His mind drew a blank as he realized he didn’t know a single school other than Signal. _Point to Randi._ “I don’t think she’s ever said. To be fair, I’m not from Vale, so I only know about Signal because of Yang, Ruby, and Lilly. No idea how many other schools are out there.”

Large preparatory schools like Signal were pretty rare, since there weren’t many large settlements that could support one. While the influx of Huntsmen and students meant more safety for the surrounding area, you had to have the place secure _before_ building the school. It also needed to be somewhere near a population center to make it worthwhile and have the resources to build the facility. Patch wasn’t a big place, but benefitted from the natural protection of being an island and its proximity to Vale for population and resources. There were a handful of smaller schools scattered around, from what he understood, but only the big name ones were talked about much.

“Fair enough,” Randi admitted. Smit wanted to feel relieved, but there was no way his partner would let him off so easy, especially on an opportunity to poke fun at his relationship with their leader. “Do you know who _my_ best friend was growing up.” She waited for a moment to let the question sink in. “In fact, can you name even a single friend that either of us had before Beacon?”

“No fair. You never talk about your past.”

“That’s because you never ask,” Randi calmly countered. “I’ve always answered your questions about me. It’s just, no one really seems that interested.”

“Not interested?” Smit couldn’t believe what he was hearing. “What little you’ve told us is unreal! If you ever wrote a book about your life, I’d preorder a dozen copies and ask you to sign them.”

The few times they’d manage to pry details from her always proved fascinating. She’d grown up in a small village as a blacksmith’s daughter, only to have her home overrun by Grimm and her parents killed. After a few years of living with a family from her home village – knowing Randi, a family she had probably saved singlehandedly – she left because of some spat with the daughter. _Something about a guy or some such nonsense._ Travelled around Mistral fighting Grimm and training for a few years before getting into Beacon without attending a preparatory school.

Interesting was a bit of an understatement.

“Not interested enough to ask about it, though,” Randi pointed out.

“We just figured you didn’t like talking about your past. We didn’t want to pry.”

“I don’t mind talking about it. It’s just…not something I dwell on anymore.” Randi shrugged to show it wasn’t a big deal. “I used to complain about it a lot when I was younger, until a Huntsman I ran into told me not to let my past dictate my future. He said that we are defined not by what we’ve been through, but what we’ve overcome.” Randi’s head shook back and forth as she chuckled. “I didn’t really understand at the time, but eventually I realized I would never get over my past if I spent all my time complaining about it. Sure, there are things I wish I could change, but it’s only a _part_ of who I am. I’d rather strive for tomorrow than dwell on yesterday.”

“One of my trainers used to say something like that,” Pyrrha joined in. “His advice was a little more combat focused, of course, but I think he meant the same. He was always telling me to focus on the next fight, not the last. Learn from what happened, but don’t let it weigh on you. You can’t change the past, but you _can_ shape the future.” Randi nodded in agreement as the group returned to watching the ongoing spar before them.

Smit wished it was that simple, but the past rarely gave up so easily. As much as Lilly helped him, the flames never really went away. The pilot light of his past had never fully extinguished. It hadn’t flared up as often lately, but he knew it could. With Lilly gone, the flames had grown a little, but he could still manage. Even now, he could feel it build as he thought about it. Remembering some of Lilly’s advice, he took a deep breath, letting his gloved hand fall on the nearby railing. His mind focused in on the feel of the cool metal against his exposed fingers as they ran across the rail, stopping only when he hit the perpendicular support. He slowly traced the textured line where the two bars had been welded together, the metal there far less smooth and providing a more interesting texture to his touch. His fingers tingled slightly as he ghosted over the bumpy line.

 _Focus on what’s in front of you. Find something tangible to ground yourself in the present._ Her words drifted through his mind as his pulse slowed back down, memories of that fateful night fading away once more. The more he practiced, the faster it worked, although it took a lot more effort when he had a major flare-up. He also found it helped to focus on a good memory once he calmed down. One memory in particular always stuck out to him.

The music played softly – some song he was barely aware of at the time. All around him, couples were packed onto the dance floor, but his eyes didn’t see a one of them. Their chatter mixed with the music, fading away as he tenderly held onto his dance partner. He wanted to pull her closer, afraid of ever letting her slip away, but hesitated for fear of losing sight of her face. She smiled up at him, a thrilling mixture of joy and mischief that Randi insisted only appeared when he was around. He could feel the flames being replaced with a new warmth as he gazed down on the stunning beauty in his arms.

Suddenly, the flames cut out entirely, a strange sensation snuffing them out without warning. The memory faded with them, leaving nothing but a hollow emptiness inside. He gasped at the sudden change, clenching onto the railing for a moment as his mind seemed unable to comprehend what just happened. He thought he should feel afraid of the void, yet even that fear was swallowed by it. Quickly, he looked to his friends to see if they felt it too.

“Are you okay?” Pyrrha asked, smile replaced with concern as he looked down. Fear welled up inside of him for an instant at what he saw, even if the feeling didn’t survive the overwhelming nothingness.

He let go of the railing with a startled lurch, watching the color slowly return to his body. It wasn’t just that his skin was unusually pale and gray, but even his clothing seemed to lack any color whatsoever. He worried that something was wrong with his eyes, but the rest of the room and those around him remained unaffected.

Except Ren, who was panting softly like he’d just exerted himself.

“What was _that_?” Smit demanded, feeling – or more accurately, emotion – finally returning, along with the lingering burn of his memories. “You guys saw that, right?”

The three members of JNPR shared guilty looks with one another, but Randi stepped in to save them. “You looked like you were having another episode,” his partner slowly stated, placing herself between him and the others. “I wasn’t sure what Lilly does to help, so I asked Ren to use his Semblance on you.”

“That was _you_?”

“My apologies.” Ren bowed his head slightly as he stepped to the side, abandoning the faunus barrier to face Smit directly. “My Semblance allows me to mask emotion, both for myself or those around me. It’s how Nora and I escaped the Grimm when we were younger.”

It was common knowledge that Grimm were attracted to negative emotions, even if no one quite understood how that worked. Most just accepted it as some sort of mystical ability the Grimm possessed, but there were plenty of scientists who had theorized on the specifics. Researching the topic was difficult, given how Grimm bodies faded away after they died. Experimenting on live Grimm was too dangerous. The last time it was attempted – officially, at least – one of the Grimm had broken free and killed a team of researchers before being put down. The little they had learned was that Grimm appeared to have similar internal structures to the animals they resembled, although the proportions were different. At the very least, there was no evidence of some extra sensory organ to detect things like fear.

The prevailing theory in the academic world was that it had something to do with neuropeptides, some sort of chemical in the brain that affected emotions and such. The thought was that Grimm could somehow detect certain strains, which just so happened to coincide with things like fear, sadness, and pain. Lilly was really into that kind of stuff, so Smit had listened to a few of her rants about the latest theories and research, even if most of it went way over his head.

If Lilly was there, she’d probably theorize that Ren was able to block or negate those neuropeptides linked to emotion or something like that. Or maybe the brain just blocked out those specific neural messages. Such a thought would doubtless thrill Lilly. Smit didn’t really care. All he knew was that it did more than remove what the Grimm could detect. Sure, getting rid of all negative emotion was useful, but if it meant sacrificing _all_ emotions as a result, then the price was far too high.

“That was…” Smit was breathing heavily from the shock to his system. “That was really weird. Is that how you feel all the time?” Ren wasn’t exactly an emotional guy, rarely registering much of a reaction to anything around him, which probably explained how hard Nora had to try to get a reaction from him. Smit had always assumed he was just really good at keeping it hidden, but if his Semblance forcibly kept him in a neutral state, then Smit pitied the poor guy.

“No. It only affects me when I choose to use it, much like other Semblances.” _Good. Otherwise, he’d be even more messed up than me, and that’s saying something._ “It’s not a particularly enjoyable experience most of the time, but I thought it might help you with whatever was troubling you so much.”

Smit wanted to be mad, but it was clear the guy was just trying to help. Worse, he only did it because Smit’s partner asked, unsure of how to help on her own. He never really talked about his problems outside of his training with Lilly, so there was no way they could’ve known he was already handling it. All they could see was a friend struggling with something internally and tried their best to help him out.

The more Smit considered Ren’s Semblance, the more questions he had, given how things like emotion controlled so much of life. _Would someone be able to fight the Grimm while remaining invisible to them? Would they want to fight at all if there was no emotion to it? In that case, could he instantly stop a fight by sapping all the emotion from the aggressor? Could he use it on multiple people at once? Would doing that to, say, a small village make the Grimm leave?_ The implications of his ability could be staggering, depending on exactly how powerful it was.

“I think I prefer Lilly’s methods,” Smit nervously admitted. It didn’t quench the flame like Ren’s Semblance, but he wouldn’t trade his joy for the removal of his sorrow.

“I think you just prefer Lilly,” Randi claimed.

“Really, this again?” Sure, that was true, but did they have to keep picking on him for it. Bad enough he was trapped in the friend zone without everyone rubbing it in his face. It was probably just Randi trying to change the subject, but couldn’t she have picked _anything_ else? “Honey already cornered me earlier this week. Can’t we find something else to talk about?”

Randi shook her head before saying, “ _Someone_ has to talk about it. If you won’t talk to Lilly, then I’ll just have to make you talk to us.”

“I want to, but…” he hesitated, before finally deciding he had nothing to lose. “How do you tell your best friend that their friendship isn’t enough? That you want more than that?” Smit had tried to figure out what to say plenty of times, especially after his talk with Honey. The last thing he wanted was to push her away and lose what they already had. Since everyone already knew how he felt, he figured there was no reason to hold back. _Maybe one of them can actually help me figure this thing out._ “I mean, I love spending time with her. She’s really funny and can be a bit of a troublemaker. She’s also one of the only people I know who actually understands me. She’s super smart and a great leader. More than that, she’s a great friend. I love what we have, but how do I tell her I want to be _more_ than friends?”

“Just tell her.” All eyes turned to Pyrrha. “Tell her exactly how you feel. No jokes. No subtle hints. Just be honest with her about how you feel.”

“But what if I mess it all up?”

“Smit,” Pyrrha stepped forward, laying a hand on his shoulder as she stared into his eyes. “You can’t get it wrong if it’s the truth.”

“Hey, isn’t that what you told–” Nora cut off as Ren gently elbowed her in the side.

“Heh, you make it sound so easy.” Another passionate yell from the ring had them all turning to watch Jaune and Honey again. “Of course, maybe you should take your own advice with vomit boy.”

“That’s what I said!” Nora shouted, earning muffled laughter from all but one of them.

Jaune stumbled to the side as he charged, dodging the new ice patch with his clumsy footwork. Once again, the whip sailed in from his right. Still a little off-balance from his dodge, he didn’t have time to bring his shield around and couldn’t avoid it, so he let it wrap around his sword once more. Smit could see the white glow from his hand as he no doubt prepared for yet another sudden heating, but the whip glowed a different color as it made contact.

Jaune’s scream echoed around the room as electricity coursed through what was effectively a sharpened lightning rod. Aura protected against a lot of things, but the body would still feel the effects. Much like how you could still feel the heat of a fire, the current would still surge through a person’s body, tightening muscles painfully as it went. Before he could break free of the jolt, Honey tugged hard on her weapon, pulling him towards her as he struggled to keep his footing, given that one leg was nearly immobilized. The bottom of her whip rushed to meet his shoulder, the small spike there causing his aura to flare a little. It didn’t do much to his reserves, but that wasn’t the plan. Instead, his shoulder and upper arm were quickly encased in thick ice, trapping them before he could fully recover from the end of his electrocution. Too focused on his frozen sword arm and still recovering from her electrical attack, Jaune was unprepared as she spun low, sweeping his feet out from under him. As he hit the mat, Honey was already on top of him, holding the spiked handle ominously over his chest to see if he’d submit.

He never got the chance, as Pyrrha called the match, clapping as she walked over to the two, followed by the rest of the observers. “Good work you two. Honey, you recognized he would have to block with his sword and made a plan for it, immobilizing your opponent momentarily before forcing him to surrender. You’re still far too defensive in your fighting overall. This just shows how effective you can be on offense.” Honey preened under the praise of the champion fighter as she turned to her partner. “Jaune, you did a really good job forcing her back, but make sure not to fall for her traps. We may also want to see about some sort of insulation for either your sword or your gloves. We may have to face others with electrical attacks, after all.”

Smit glanced at the aura readings on the monitors above to see both Jaune and Honey well into the yellow, with only a small advantage on Honey’s side. The match would’ve ended soon given their aura levels, as part of the plan was to try to avoid going into the red so that they could join in on other exercises throughout the morning. Aura also tended to recover faster when you had more, so this setup would enable them to maximize their training for the day. Honey ended the fight by taking a clear advantage, since she could have easily taken out a sizable chunk of Jaune’s remaining aura at the end.

“Alright, next up we’ll have Smit and Ren face off.” Smit grinned at his quiet opponent, knowing the fight would favor him. Ren was quick and had a ranged option, but so did Smit. One of the big differences was that Ren used ammunition, meaning his ranged ability was finite and required reloading. That brief moment would present a solid opening for Smit. Either way, he intended to keep the fight focused on melee, as that was Smit’s specialty. Ren was a competent fighter at that distance, but he split his practice between that and ranged combat, as he utilized both equally. Smit was a little heavier on the melee side, and all the extra practice paid off.

Plus, while Ren wasn’t a weakling, Smit had a clear advantage in raw power. If they stayed in melee, Smit would eventually overpower the guy.

“After that, Randi and Nora will face off,” Pyrrha continued, restating the already agreed upon plan. Pyrrha and Randi had already trained together the last few days, so the Invincible Girl had decided to sit out the training to supervise. Putting the two remaining heavyweights last meant that the other four would have more time to recover as well. It seemed Pyrrha had picked up more than just combat skill from all her years of training. She clearly had a mind for such things. Smit had to imagine she would one day be training the next generation herself. People would be willing to pay a small fortune for an opportunity like that, but Pyrrha seemed like the type to prefer teaching at a school rather than private training.

The fight lasted longer than he expected, Ren having learned some new tricks and keeping his distance more, but it couldn’t last forever. He only fired one weapon at a time, switching once the first clicked empty. Smit endured the burst of gunfire each time, making sure to push through to keep Ren on the back foot. It gave Ren an early lead, but once the second gun clicked empty, he was in trouble. Even when he slipped away, Smit kept him busy with his own ranged attacks, leaving little time to reload and forcing them back into melee. Ren’s downfall came when he tried to tank a fireball to reload, but Smit had been waiting for it. When he saw Ren wasn’t going to dodge, he charged behind his own attack, catching Ren unawares as the fireball briefly blinded him to Smit’s approach. Ren’s aura took quite the beating before Smit unceremoniously tossed the boy back a few feet, just out of bounds.

Smit bowed for the light applause, his eyes searching for a certain someone’s approval before remembering she wasn’t there. Part of him felt disappointed she missed the display, but he had to remind himself that she was getting a well-earned surprise. Even if he missed her, he wouldn’t take something like that away from his best friend. As Nora tried to console Ren, despite the boy’s lack of needing such, she proclaimed that she would avenge her team against Randi in a dramatic display. Rather than watch, though, Smit felt his mind wandering to an island he hoped to visit someday.

_Wonder what those three are doing right now?_

/- - - - - - - - - -/

“You slapped her?”

“To be fair, I kind of deserved it,” Lilly answered, coming to her former rival’s defense. It seemed like ages since Yang and Lilly had their big fight about Bianca, even if it was only last semester. _So much has changed since then._

At the time, her feud with Yang had been boiling over, with her finally blowing her lid after Yang forfeited their fight. Lilly thought Yang was just dismissing her, but it turned out she was just sick of their constant fighting and feared what might happen, given the last time they fought at Signal. Looking back, Lilly knew she would’ve gotten her butt kicked and figured it would’ve just made things worse. Yang had clearly made the right call, even if Lilly refused to let it end there.

Then again, if Lilly hadn’t charged into RWBY’s room that night to pick a fight, she had to wonder if they’d still be enemies even now. She wanted to say no, but with how stubborn she’d been, it was possible. Their resolution had also helped with her fixing things with Smit, although Honey’s brief surge of confidence did more. _Would I have ever made up with him?_ She could remember considering getting Smit expelled back then. The thought was a harrowing one.

Fast forward a few months, and Lilly was now visiting Yang and having a great time thanks to their surprise guest. Smit was also one of her closest friends now – possibly more, if their meddlesome teammates ever got their way.

Even though she’d spoken with Bianca a good deal in the last few months, her long lost friend still wanted to know everything about the years they’d been apart. There wasn’t much to talk about at Signal, but Bianca was more interested in Beacon, anyways. Her fight with Yang seemed extra interesting.

“You really did have it coming,” Yang teased. “Makes me wish I’d slapped you sooner.”

“Well, you did always say you let your fists do the talking.” All three girls laughed at the memory of Yang’s boasting at Signal. She was clearly the top fighter of their class, but all that success had made her pretty arrogant back then. She was still pretty cocky, but Yang seemed more mature now, tempering her arrogance with humor and developing a caring side that Lilly hadn’t imagined possible.

“So, what about you, B? I thought you wanted to get into business. What got you started on nursing instead?”

It took a second for Bianca to compose herself and answer Lilly’s question. “Mom got hurt on a mission. Nothing serious,” Bianca hastened to add before they could worry. “She took a few days to recover, though, and since Dad had to leave again, I took her to her appointments. After seeing all those doctors and nurses rushing around, taking care of all those strangers as if they were family…I don’t know. It just seemed like the type of thing I wanted to do. Something I could be proud of, you know?”

Lilly did know. Being a Huntress was more than just a cool dream of hers. There were so many people in need of protection out there, more than they could ever hope to save. That didn’t mean they shouldn’t try, though. Lilly dreamed of saving people…of celebrating with a village that she had helped against the Grimm. Seeing children running about that _she_ had kept alive. Being welcomed into homes as if she was some long-lost relative. Sure, not everyone loved Huntsmen, but she wanted to change that; to be the type of Huntress people looked up to in the old days.

More than anything, though, she wanted to be able to look back someday and know she’d helped people, even if they didn’t love her for it. She always heard people talk about pride like it was something terrible. Sure, it could be, but what about taking pride in your work? What about being proud of a child’s accomplishment? In her mind, pride wasn’t bad unless it came with arrogance. Her goal in life was to be the type of person she could look up to.

“Anyways, what’s your team like?” Bianca asked, energetically bouncing from subject to subject as she scarfed down another cookie. Lilly planned to throw them away after dropping them outside, but Bianca said it was fine. _If the nurse is okay with it, who am I to complain?_ “Yang told me about hers this morning before you got here. Are yours anywhere near as weird?”

“Worse, trust me,” Lilly groaned. “Luckily, unlike _Yang_ , I’m the leader, so there’s at least _some_ hope for them.”

“Hey!” Yang protested.

Bianca shushed her and pressed for more details. “I know that already. You’ve told me a little about them, but I want to hear it all.”

“If you say so. We’re Team Laser, and yes, I know it’s a dorky name. I’m also keenly aware it looks like Team Loser, Yang.” Yang’s mouth clicked shut as Lilly beat her to the joke. “It’s me, my partner Honey, Smit, and his partner Randi.

“Honey’s sweet, but the girl really needs to work on her confidence.” _Well, at least with everyone else. Doesn’t seem to mind taking me to task anymore._ “She’s from Vale. Uses a dust-infused chain whip called _Singing Scourge._ She’s a good fighter, but prefers to act as support. She also has the ability to shrink or grow small amounts, so she’s really good at dodging hits.”

“She changes size?” Bianca asked. “I can’t imagine what that looks like inside. Do you think her spine stretches, or do the vertebrae change as well? Would her heart grow, too, to keep up with the increased blood flow? I’d imagine the bones themselves have to stretch and compress, but how does that not hurt?”

Clearly, Bianca took her medical studies seriously. “No clue. I never thought about it that way.” Frankly, the images were a little disturbing. The most Lilly had ever considered is how it affected her clothes, too, since those weren’t a part of her. “Anyways, Smit is the lone guy on our team. Kind of an arrogant idiot at times, but he’s gotten better. Fights kind of like Yang, but without any weapon.”

“A Huntsman without a weapon? That’s pretty unusual.”

“Well, his Semblance forms fire around his hands, so I’m not sure he could use that and a weapon very easily.” His gloves seemed to be incredibly flame resistant, else they would have been incinerated by now. Lilly knew something like Yang’s gauntlets might work, but she suspected he just hadn’t been able to afford anything when he started out. A good-quality weapon, especially one that would need heat-resistant materials, could be pretty expensive. Rather than bring up his lack of lien, Lilly figured her excuse was better. Either way, she was keen to change the subject quickly. “He can throw balls of fire, too.

“Last is Randi, his partner and easily one of the strongest students in our class.” Lilly could see the doubt forming in Bianca’s eyes. “Trust me. Her first fight was against Pyrrha Nikos. She lost, but it was pretty close.” Yang nodded along to verify Lilly’s claim.

“Wait, you know the Invincible Girl?” Lilly knew _that_ would get a reaction, since Bianca lived in Mistral now. Pyrrha was probably one of the biggest celebrities in Mistral. From what she had heard, Pyrrha’s face was plastered pretty much everywhere. There were even whole stores dedicated to Nikos gear, selling everything from trading cards to appliances with either her face, her name, or her javelin emblem prominently displayed, with a significantly increased price as a result. Pyrrha had defeated competitors with far more experience. To hear that someone their age was able to challenge her would have been akin to blasphemy in Mistral.

“Oh, Pyrrha?” Lilly asked nonchalantly, as if it wasn’t a big deal. “Yeah. She lives across the hall from Yang. We all hang out from time to time.” Admittedly, Lilly hadn’t spent much time with JNPR, especially as of late, but Smit claimed they were all going to train together today and might do so again after she got back. It seemed Randi had established quite a strong bond with the championship fighter.

“You _have_ to introduce me sometime!” Bianca demanded, leaning so far forward that she barely made contact with her seat. _Never took Bianca for a fangirl._ She’d have to warn Bianca to tone it down a bit. Pyrrha wasn’t fond of being treated like a celebrity, which might explain her desire to study abroad. Lilly couldn’t imagine the poor girl getting a moment’s rest at Haven.

“Sure. Maybe I can introduce you during the Tournament.” Bianca had to head home for some additional training, which meant she’d miss the first week of the Festival. Thankfully, her class would be coming to Vale for the week of the Tournament to observe the medical teams there. Injuries in the Tournament were rare, thanks to everyone having aura and the strict controls in place, but the crowds and huge numbers of rabid fans provided plenty of work. Beyond the simple injuries of day-to-day life, multiplied by the number of people present in a small area, it wasn’t unusual for people to get hurt for ridiculous reasons. Stupid stunts reenacting the fights. Brawls between opposing fans. People trying to sneak through the barricades at the stadium. “Anyways, Randi’s a really tall wolf faunus with a spear and sword. She also has a full suit of armor with a crazy looking wolf helmet. She’s super observant, thanks to her Semblance. Kind of quiet for the most part, but she’s pretty funny once you get her talking.”

“That’s…quite the mixture on your team,” Bianca said as she sat back a little.

“Aren’t you forgetting something?” Yang quickly asked, leaving both of them confused.

 _Forgetting something? No. I talked about all three of them. Unless she means…_ Lilly had to hold back a growl. _Will they stop with the whole Smit thing? It’s not like that! Sheesh, dance with the guy once and you’re practically married, I guess._ Considering he danced with the entire team, Lilly wondered if those standards made them his harem. The thought made her cringe.

Before she could rant against Yang, her friend clarified, “You left out the team leader.” Lilly’s irritation deflated at the statement, leaving Yang the chance to go on. “Lilly Azura. Spunky little girl. Heart and soul of Team Laser. Under her leadership, their team has risen to _third_ best in the class.”

“Third?” Bianca and Lilly asked in unison.

“Sorry, but Juniper edged you out for second thanks to Pyrrha and Nora. Of course, none of you stood a chance against the might and beauty of Team Ruby.”

“Such humility,” Lilly joked with an eye roll. “I think you’re overselling me a bit there, Yang.”

“As if! Those three look up to you. Honey’s always talking to Ruby about you. Smit has basically made you his personal shrink. Randi clearly respects you, even if she could wipe the floor with you.”

“To be fair, she could probably wipe the floor with most of us.”

“Exactly!” Yang cheered, somehow thinking their own inadequacy against Lilly’s teammate proved her point. “You’ve got one of the strongest fighters in our school happy to follow your lead. That’s got to count for something.”

“By that logic, I rank right next to Jaune. Thanks a lot.” Lilly’s voice dripped with sarcasm. Seeing as how Pyrrha was stronger than Randi, it actually meant she fell below Jaune in that metric, which was even more galling.

“It’s more than that, though,” Yang continued, sounding a little more serious than before. “When Blake went missing, you rushed to help her, even though you still hated me. When the White Fang attacked, _you_ lead the charge to hold back the Grimm. All along the way, you’ve dealt with your team’s problems. Honey’s doubt. Randi’s overconfidence. Smit’s…issues.” Lilly was grateful for the lack of details on Smit. Bad enough that RWBY knew, but she didn’t exactly want to advertise how messed up her teammate had been. She also didn’t feel like pointing out how many times she’d had to be pushed into dealing with things. “Honestly, I think you’re one of the best team leaders in our class.”

“Even Ruby?”

“Even Ruby,” Yang agreed sheepishly, looking around to make sure her sister hadn’t returned yet. “Ruby’s great, but I’m not sure how well she’d do with your team. She knows I’ve always got her back. Weiss was an absolute pain at first, but that problem sorta fixed itself. I end up taking care of anything with Blake for the most part. In a way, we’re more two sets of partners than a team at times.”

It was hard to imagine Team RWBY as anything other than a unified team. Their teamwork was among the best in their class, even rivaling CRDL’s ironclad bonds, but there was more to a team than just fighting together. Maybe Yang had a pretty optimistic view of Team LHSR, but no one was perfect.

“Enough about us.” Lilly squirmed a little under the barrage of praise from Yang and looked for a new topic. The only other person in the room made for a convenient out. “Tell us more about this guy of yours.”

Rather than be embarrassed, Bianca seemed to perk up even more. “Oh, Jett? He’s amazing. He’s working towards becoming a doctor. We met in one of my classes and became really good friends. Then, one day, he just suddenly asked me to the school dance! Turns out he had already called my dad first and everything. We’ve been dating ever since. Here, I have some pictures!”

Bianca excitedly yanked out her scroll, holding it out for them to see as she slowly swiped through picture after picture of the two of them. All dressed up at the ball. At some sports stadium. Cheek to cheek in the snow. At the beach. The last one caught the attention of both Lilly and Yang. Bianca’s rather revealing bikini was one thing, but Jett wore only a simple set of trunks. They were both grinning goofily, his bright teeth contrasting with the deep bronze of his skin and short hair as dark as Blake’s. He wasn’t covered in muscles like most Huntsmen naturally were, but he was still pretty fit for a civilian, with abs that nearly rivaled Sun’s. Not only was he good-looking, but the photos made it clear the two had a lot of fun together.

“Quit drooling, Yang,” Lilly instructed, hoping to cover for her own thoughts.

“You first.” _Dang it, Yang!_

“What about you?” Bianca asked Lilly as she put away her scroll. “I hear you and this Smit guy are pretty close.”

“Says who?” Lilly demanded, not at all surprised when Bianca’s eyes strayed to Yang. “Smit and I are just friends! How many times do I have to say that?”

“Say it all you want,” Yang smirked. “Doesn’t change the fact that he wants more. Plus, you’re not exactly pushing him away.” Yang looked to Bianca with a mocking smile. “You should’ve seen them at the dance. In fact…” Yang pulled out her own scroll, tapping and swiping until she reached the desired image. “Tell me they aren’t the cutest couple ever.”

Yang held the scroll closer to Bianca, but left the screen angled to where Lilly could see. The familiar image of her in Smit’s arms was proudly displayed, earning a mental curse towards Randi. _How many people did she send that to?_ She did her best to ignore the warm feeling in her stomach as she lunged for the scroll, hoping to snag it in a sneak attack.

Yang was a little quicker, pulling it to safety at the last moment. Worse, with a few taps of the screen, Bianca’s scroll pinged, meaning yet _another_ person now had a copy. _I swear, I’m gonna kill Randi when I get back._

“Aw, that’s so cute!” Bianca had her own scroll out once more to look at the picture. Lilly couldn’t help the blush that crept across her cheeks. “Seriously, Lilly, you two look really happy together.”

“We’re just friends!” she yelled for what felt like the thousandth time. “He danced with everyone on the team. I wasn’t even the first. We don’t feel that way about each other!” She knew that was a lie on his part. He may not have said anything, but Lilly wasn’t _completely_ blind. She just refused to acknowledge it.

The real problem was that she wasn’t sure it was true for her anymore, either.

“Even if I did like him – which I don’t!” Yang could only laugh at the adamant denial. “I went to Beacon to become a Huntress, not to get my MRS degree.” Somewhere, she was sure her father was cheering.

“The two aren’t mutually exclusive, you know.” Yang was leaning back in her seat with an easy smile. “There’s nothing wrong with finding a guy while chasing your dream. Shoot, that’s how most people meet nowadays. If anything, the fact you’re both after the same thing just makes it easier.”

“Yeah,” Bianca agreed. “I mean, look at me and Jett. I didn’t go looking for a boyfriend at medical school. It just sort of happened along the way.”

“While I appreciate everyone trying to control my love life…” The sarcasm was so thick, she hoped Yang choked on it. “We’re not like that. Besides, he’s been after Yang since day one. Stop trying to foist him on me. Maybe you should focus on your own love life instead.”

Smit had always been so obsessed with Yang, even chasing after her in Initiation and nearly getting jumped by Beowolves in his stupid attempt to get partnered with her. Yang had even told her about her trick at the ruins, convincing Smit to pick what he thought was the matching relic. The bet. The dance. Just about everything he had done was focused on Yang.

Then, something changed.

“Sure, he _was_ after me for a while. I mean, who could blame him?” Yang waggled her eyebrows as she spoke. “But that was just a crush. I’d say he has a new interest now.”

“Look, he’s not like that. I’m sure he’d jump at the chance to date you still.”

“Who wouldn’t?”

Lilly ignored the pompous comment. “Then again, that Cinder girl seems interested. Maybe he’ll hook up with her.” Lilly felt an unwelcome surge of jealousy, but did her best to push through. “I mean, he kept going on and on before the dance about wanting to have a chance with you. I doubt he changed his mind within a couple hours.”

“You act like it had to be a sudden thing,” Yang countered, joking thrown aside. “I doubt he even realized it at first, but it’s been there for a while. Trust me, he’s after you and you alone now.”

“What makes you think that?” Lilly asked, trying not to sound too desperate while refusing to acknowledge the butterflies in her stomach.

“I have my ways,” Yang said ominously, a knowing look on her face. “Besides, it’s _super_ obvious.”

“No, Pyrrha chasing after Jaune is obvious. I mean, we even have a bet on when she’ll finally admit the truth! Smit and I are nothing like that.” It took Lilly a moment to realize what she’d said. Once she did, she shouted, “And we’re just friends!”

“What, you think Arkos are the only ones people bet on?” Lilly paled at the claim. _Are they really betting on us getting together? Forget killing Randi…they all must die._

“Shut up,” was all Lilly could manage as she buried her face in her hands. The whole thing was made worse as Bianca pulled out some lien.

“Any chance I can get in on that action?”

Yang quickly took the payment, but whispered loudly, “Sure, but not here. We can’t have you-know-who hearing.” The two giggled at their little display while Lilly added both of them to her ever-growing hit list.

/- - - - - - - - - -/

Smit and Randi stumbled into the cafeteria for lunch. Well, Smit stumbled. Randi was a little winded, but seemed to be holding up much better. _What is with this girl?_ Even after Randi’s spar with Nora, she’d jumped in for the three on three training, followed by some conditioning exercises. Honey and Jaune had both dropped off pretty early, followed by Ren. Pyrrha and Randi were otherworldly and barely even broke a sweat, while Nora just seemed to have boundless energy. That left Smit, too tired to keep up at the end but too prideful to admit defeat. He survived until the end, but knew he’d be paying for it later.

With some of the student body still out on missions, there was plenty of space in the cafeteria. It also meant the food was a little less enticing than usual. A good portion of the kitchen staff were given the week off in preparation for the Festival. The skeleton crew left behind adjusted the menu accordingly. Today’s bounty was a simple club sandwich with fries. The salad bar was also available, along with an assortment of fruit. For desert, the school bakery had cranked out days’ worth of brownies, as they were pretty easy to make and maintain. Smit was pretty sure the ones sitting out were still from the massive batch almost a week ago.

To be fair, the entire school had smelled of fresh brownies that weekend, so Smit felt it a fair trade.

“There’s Jaune and Pyrrha,” Randi commented as she pointed two rows over. Sure enough, the pair had claimed a table for themselves, with Pyrrha excitedly chatting. Jaune wasn’t contributing much with his face down on the table.

Nora and Honey had decided to go see some new movie in town, with Ren being dragged along by default. Smit didn’t really feel like going anywhere and declined. Randi and Pyrrha both politely turned the group down as well, while Jaune was fast asleep when the offer was made. No one missed how Pyrrha’s face lit up when she realized she and Jaune had the afternoon alone. _Man, if that idiot payed more attention, he’d have one heck of an afternoon._ Instead, it looked like another day of Pyrrha hoping to subtlety catch the blonde’s eye, despite how little subtlety had gotten her so far.

“We aren’t gonna sit with them?” Randi asked as Smit led them to another table.

“Nah. Pyrrha was so keen to tell me how to deal with Lilly, let’s see if she’ll follow her own advice. If we join them, she’ll just use it as an excuse to not say anything.” Smit may have been seeking advice, but being told how to handle a problem by someone who hadn’t addressed their own could still be aggravating. “So, you think we stand a chance of getting in the Tournament?” Smit asked through a mouthful of food.

Randi held up a single finger as she finished chewing, then answered, “I don’t know. I can’t imagine them passing on Pyrrha, and her team is no pushover either.”

“Eh, we could take ‘em.”

“How, exactly?” Randi questioned. “I would have to face Pyrrha, which leaves you three to take the rest. If the three of you could overwhelm them and join me, we might stand a chance, but even that’s not a guarantee. Jaune may not be the best fighter, but Ren is quite competent. More importantly, which of you would have to face Nora?”

Ever the realist, Randi tore through his idea with ruthless efficiency. Smit really liked that about Randi, though. She didn’t play games or try to appease everyone with her answers. You could always trust what she said. That kind of brutal honesty turned some away, but it had its place. If you were brave enough to face the ugly truth, Randi was the best to ask advice from.

“Alright, so Juniper is probably a shoe-in, but that still leaves three slots open.” Miss Goodwitch had recently told them that four slots would be reserved for students in their first two years at Beacon, with the other four going to the more experienced teams.

“Assuming only two spots go to second-year teams, that means we have to beat out Ruby.” Randi set down her sandwich and stared at Smit with a deadpan expression. “Let’s be honest, they’re pretty much the golden team at Beacon for some reason. I doubt anything we do could get us in ahead of them.”

Smit laughed a little, even if he had to agree with the assessment. RWBY really did seem to get special treatment, even beyond a team like JNPR. Ruby got in two years early, then became leader of her sister, the heiress to the SDC, and a former terrorist. Sure, they got punished a lot, but not nearly as much as would be expected.

The worst example was their fight with Torchwick and the Paladin. At least thirty people died, yet they only got three weeks detention. That was less than half a day’s detention per death! They hinted that Torchwick taking the blame saved them from expulsion, but Smit kind of doubted that would happen. Ozpin had worked too hard to get Ruby, for some reason. Add on the potential fallout of expelling the heiress of one of the school’s biggest donors, and you had more than enough reason to want to keep RWBY around.

“Well, guess we’ll find out Monday.” Miss Goodwitch told them the final decision would be announced in class, although the public announcement wouldn’t be until Wednesday. Monday evening would have the Opening Ceremony, followed by a series of events on Tuesday. The official Tournament announcements weren’t until Wednesday. Everything was spread out throughout the week to draw people to the fairgrounds each day. Ideally, that would boost traffic to the various stalls set up for the two weeks. The Tournament itself would start the following week with the first day of the team rounds on Monday, ending with the Championship fight on Friday evening and a celebration of the victor the next day.

Lilly had explained that the whole thing was drawn out to boost sales at the fairgrounds, where a large number of businesses in Vale had small stands and booths to cater to the attendees from all over Remnant. There would also be a small amusement park that was being set up even now, with rides, games, and an arcade. The Tournament ticket sales brought in a sizable amount of lien for the city, but many stores would see their biggest profits in years during the coming weeks. Hosting the Festival was an expensive ordeal, but it always turned a large profit in the end.

Smit debated how to broach what was really on his mind, delaying as best he could by focusing on his meal as ideas ran through his head. Eventually, he reached for another handful of fries, but found only an empty plate waiting for him. He still hadn’t made up his mind yet, but didn’t want to ignore the issue any longer. With a deep breath, he looked up to his partner and–

“So, you gonna tell me what’s eating at you, or should we order another round?”

Smit shook his head in amusement as Randi saved him the trouble. _Don’t know why I’m surprised._ As they had seen time and time again, Randi was really good at picking people apart. Back before finding out about her Semblance, the team had assumed she was a mind reader or something. Turns out, her ability gave her lots of time to study them closely and she was just really good at picking up on little signs. Personally, Smit thought the truth was far more impressive than their original theory.

“It’s silly, but…” Smit tried to phrase it elegantly, but gave up and went for his normally blunt approach instead. “What you said earlier, about me not really knowing anything about you and Honey, really bothered me. I mean, it’s my own, dumb fault for not trying more.”

“It’s not _entirely_ your fault,” Randi offered. “I’m not exactly the most outgoing person, after all.”

“Like you said, I could’ve asked more.” Smit wasn’t about to let his partner take the blame for him. “Regardless, I want to know more about you. And none of this bullet point crap you normally give us.” Randi had a nasty habit of just summarizing her whole life in a few sentences, as if none of it was worth talking about. The only time she really went into detail was when they pushed – something that happened far less often than it should have. “I want the whole thing. Every little detail.”

Randi shrugged as she downed another gulp of water. “Alright. What do you want to know?”

 _That easy? Is this all it would’ve taken?_ Yet again, he was kicking himself for being so stupid. _She’s not trying to hide anything. I’ve just never bothered to ask._ The only question now was _what_ to ask.

There was just _so_ much he wanted to know. Stories about her grandfather and great-grandfather. Her adventures in Mistral. How she discovered her Semblance. Why she chose Beacon. A million things he should’ve already known about his partner.

Finally, he settled on a topic, figuring it was as good a place as any to start. He’d find other chances to ask her everything else. “Tell me about your childhood. You’ve mentioned a few things before, but I want to know more.”

Nodding in agreement, Randi leaned forward and began her tale. “Well, as you know, I grew up in a small village in Mistral. Dad was Huntsman trained, but after growing up without his father, he decided to settle down and raise a family. Didn’t want me to go through the same thing he did with grandpa.

“It was a pretty quiet place. Dad was the village blacksmith but also helped a few of the men in defending against the Grimm. Everyone was expected to pull their weight at an early age, so he taught me how to use the forge and how to fight. He helped me make my armor, but I had to make the spear and shield. We tried to keep it as close to the original design as possible.”

“You mean the one your grandpa wore, right?” Smit knew the answer but wanted to prove he had paid attention to everything she’d told him before. When Randi nodded, Smit pushed for more. “So that’s why you’re so good at fighting. All that training must’ve paid off.”

“Not really,” Randi admitted. “He taught me the basics, but we never really got that far before the attack.” Smit felt his stomach drop at the mention of her village’s demise. He wanted to cut her off before she went through that part of the story, but she plowed ahead before he could. “Mom and I were home when the bells sounded. She didn’t have aura or any training, but I thought I could protect her, at least until we could find Dad. I put my armor on, grabbed my weapons, and decided we should go to Dad’s forge to find him. She tried to stop me, but I thought we’d be fine. The Grimm had never breached the walls before, so it wasn’t like there was any danger.

“Turns out, I was wrong. When I opened the door, people were running past, some of the Grimm already within the walls. A Beowolf spotted me and charged towards the house. I slammed the door shut, but it couldn’t hold very long. While Mom tried to find Dad’s rifle, I decided to guard the main hall.” A bitter laugh escaped her throat. “I thought I was so strong. Even a juvenile Beowolf was almost too much for me.

“It moved so much faster than I thought it could, tossing me aside with a single strike before I could even move. Another crashed through the big window in the study and spotted Mom. Like an idiot, I turned my back on the first one and rushed to save her. I should’ve died in that moment.”

“What happened?” Smit asked, already on the edge of his seat.

“My Semblance happened. Everything slowed down all of the sudden. It kind of freaked me out, but in that moment, I could see everything. Mom trying to load the rifle. The Beowolf charging towards her. Even the one leaping at me from behind. I managed to duck below the first and stab it as it sailed overhead, but my spear got stuck and was yanked out of my hands. I tried to rush and grab it, but I moved so slow, just like everything else. By the time I recovered my spear and went after the second Grimm, it was too late.

“I could only watch as that claw descended, slowly tearing through my mother’s stomach with painful ease. Every agonizing moment dragged by, leaving me to watch the scene unfold in horrible detail. Before I knew it, my feet were moving towards the beast, a strange, distorted yell bursting from my throat as I charged. It turned to attack me, but didn’t have a chance to do anything else before I found its chest and put the thing down for good, driving it to the floor. Over and over again, I stabbed it, seeking revenge for my mother as time slowly caught up once more. Mom was already dead.”

“W-what did you do?” Smit’s mouth was as dry as Vacuo, but he didn’t dare move lest the moment shatter.

“I ran,” Randi admitted. “I ran through the village, barely able to see where I was going but knowing I couldn’t stop. Halfway to the forge, I found my father, face down in the street with Grimm bodies fading away around him. He must have tried to get back to us, but never made it. With all the people running, the Grimm were too busy to notice me as I made my way to the rear gate. Along the way, I ran into that family I told you about before. The dad was doing his best to hold back another Beowolf, but I could tell he was injured. I couldn’t bear to see another person lose their parents and managed to kill it while it focused on him. We all fled into the woods and escaped. Luckily, at least for us, the Grimm didn’t give chase. They were too busy in the village still. The screams and howls followed us, but we managed to get away.”

“I-I’m sorry.” Really, there were no words for what Randi had gone through. Smit knew it was bad, but he never imagined just how terrifying it must be to have the Grimm attack like that. Watching as your home is destroyed, friends and family ripped from your life without any warning. Living in a major city made people complacent about the Grimm, especially when you were training to fight them every day. It could be hard to remember just how devastating they could be to the average person.

Randi waved his concern off. “Don’t worry about it. It was so long ago. It still hurts, sometimes, but you learn to live with it.” Randi’s eyes betrayed her, showing that she wasn’t as over it as she claimed, but Smit knew better than to point that out. “After travelling around Mistral for so long, I came to understand how common it was. I can still remember coming across villages that had disappeared overnight. It’s a part of life in the wilderness. You have to focus on what you still have, not what you’ve lost. For every village that fell, there was another that survived.

“I came across one of those villages two years later. I was delivering some supplies and letters and had been travelling a few days. They gave me a good rate, so I stayed the night and planned to leave the next afternoon. Just before I left, the Grimm struck. It was a large village, so the defenses held pretty well, but some still managed to make it over the walls. I joined the militia and helped push them back. Even saved a young woman along the way. Turns out, she was the blacksmith’s eldest daughter.

“Her father offered to let me stay and work for him as thanks.” Randi rapped a fist against the metal pack on her back. “He’s the one who helped me upgrade my armor. Made it mecha-shift. After how I fought the Grimm, he recommended I apply for one of the Huntsmen academies. Figured I was getting sick of Mistral, so I wound up at Beacon instead. Had to get a job on a cruise ship to get here, but it was worth it.”

Yet again, Randi’s life made his look rather boring in comparison. He was sure there were more stories tucked into everything she’d shared, but he didn’t want to push _too_ hard. After all, they still had the rest of the semester, followed by another three years at Beacon. If all went well, the team would stick together afterwards, leaving plenty of time to squeeze every bit of detail out of his partner. Today was a good start. Now if only the other one had stayed…

“Kind of wish Honey had stuck around,” Smit admitted as they got up to return their baskets and head back to the room. Beyond the return window’s conveyor belt, he could hear someone from the kitchen staff singing a popular pub song while another voice cracked jokes. Their voices were raised to beat the noisy din of the kitchen, interspersed with laughter as the workers toiled away. _That’s what a team should sound like._ “Wanted to pick her brain a little, too.”

Getting to know Randi better was a logical first step. Partners were meant to be closer than family. But that wasn’t enough for him. He wanted to know all about his entire team. Admittedly, one of them held his interest more than the others, but that was for another day.

“What do you want to know?” Randi asked as they slid past an upper-year team entering the cafeteria. “She talks to me a lot, so maybe I can help.”

 _Makes sense. Those two are always together anymore._ The amount of time he and Lilly spent together was probably responsible for that. Smit preferred to hear it from Honey herself, the act of sharing being part of what would draw them all closer together, but his curiosity was already getting the better of him.

Despite how easy it was to get Honey talking, she rarely mentioned her past. “I guess I’d start with her childhood, too. Not sure how much she’s told you, though. Always seems like she’s trying to hide something.”

Randi considered his comment for a moment. “I get that, too. I don’t mention my past much, but Honey actively avoids it most of the time. I think I know why, but if she doesn’t want to share, then I won’t either.”

 _Go figure. Detective Randi has already cracked the case._ Smit really wanted to know Randi’s guess, but he respected her decision too much to pry any further and let her continue.

“Her parents divorced a few years back. She wasn’t really close with her father as she grew up and ended up living with her mom after they split.” Smit could’ve guessed that, given how little Honey ever spoke about her dad. The only time he could recall her mentioning him was after the Paladin fight. Something about her being a bargaining chip. Sounded like the guy was a real creep. “After they divorce, she got bullied a lot at school, so she and her mom moved closer to Vale. Also didn’t hurt that it got them further away from her father. Her new school was better, but that’s the most I can get out of her. For whatever reason, she avoids that topic every time. Something about those years still bothers her, but she won’t tell me what.”

It wasn’t much more than what Smit could’ve pieced together, but that was the point. All of his knowledge of Honey was based on stuff she’d said to the team and him connecting the dots. Randi had heard it all from Honey. Odds were, Randi knew more than she was letting on but didn’t want to betray Honey’s trust. He’d just have to corner her later and ask her himself.

Despite what most might think, Randi was better at the whole team thing than the rest of them. They all fought well together, but being a team meant so much more. Smit basically monopolized Lilly’s time and ignored the other two. Lilly barely hung out with any of them until Honey took her to task. Even then, she didn’t really spend time with Randi. Honey was too non-confrontational to push for more from anyone. Instead, she got by on what little attention they gave her.

Randi put them all to shame on that front. She had basically taken Honey under her wing when he and Lilly were off doing their own thing. She would pull him aside every now and then to do some training as partners and listen to him vent. The only times she’d hung out with Lilly was her own doing, whether it was bringing her along to meet JNPR or offering to work out together. On top of that, she was the one to really connect them with JNPR, making a quick friendship with the team and then bringing them along. Sure, Honey had helped them bond with RWBY, but they already had connections through Yang, even if that was through Smit’s earlier obsession and Lilly’s past. Their bond with JNPR was completely Randi’s doing, all thanks to a spar with Pyrrha.

It was a little embarrassing to realize their most reserved member was also the most friendly, in a way.

“You know, you’re a really good friend Randi.” The admission slipped out easily enough. “And not just to me. I mean, I’m supposed to be the outgoing one, but here you are, making friends with everybody. Why you gotta be so good at everything?”

Randi laughed at his humorous compliment. “Just can’t help myself, I guess. Such a chatterbox.”

“Seriously, though. You’re the only one putting forth any effort. I’m kind of embarrassed how much better you’ve done. I really should’ve made more of an effort, especially as your partner. It’s a shame we haven’t talked more.”

“Don’t worry about it, Smit.” Randi shook her head softly. “I’m…kind of a reserved person. Growing up on my own, I never really had a chance to make friends, so this is all new to me. I’m as much to blame as anyone for you guys not knowing much about me. Never been big on sharing.” It didn’t excuse them not trying more, but Smit let her continue. “I try to be a good friend, but I’m no good at the whole emotional part. Couldn’t afford to be after everything that happened. Honestly, if it wasn’t for Honey, I’d probably have kept to my corner of the room. She’s the real friend. I think she saw me as a challenge and made it her mission to drag me out of my shell, kicking and screaming if needs be.”

Randi had a good point there. Maybe Honey and Randi were forced together by Lilly and Smit’s exclusivity, but Honey was always chasing after his partner. That was just how Honey was. At first, she’d pretty much clung to Ruby nonstop, but as soon as she got to know Randi, the two had been inseparable. Smit had assumed Randi was taking pity on Honey all this time. By the sounds of things, Honey was the one pushing. _Great, I’m tied with Lilly for last place._

“Regardless, you’re still a good friend, and I really appreciate that.” Smit hesitated on his follow-up, fully aware of how it would sound. He knew it would lead to a slew of teasing from his partner, not to mention more if Honey found out, but nothing ventured, nothing gained. “And as my friend, I have a bit of a favor to ask.”

The mocking grin on Randi’s face proved she’d known what was coming.


	29. The Talk

The rest of Lilly’s weekend flew by before she knew it. After visiting Yang’s house on Friday, Bianca came home with her for dinner and stayed the night. They’d stayed up late, swapping stories about school and boys for the most part. Bianca insisted on doing Lilly’s hair, letting it down from its usual braid for the first time since the dance. Lilly didn’t miss the similarities in style, especially after catching sight of the photo on Bianca’s scroll again. _Great. Even Bianca’s obsessed with that crap._ It seemed she was doomed to forever put up with people shipping her and Smit.

Dad took them both to the small airport on the other side of the city the next morning. Goodbye was harder than Lilly expected, even if she knew it would only be a week or so until they saw each other again. Bianca wasn’t sure what her schedule would be like during the Tournament, but she promised to cheer for her team. The thought that Lilly might not be in the Tournament never crossed her mind.

Afterwards, Lilly and her father went to their favorite breakfast hangout and had a long chat about school, family, and – somewhat distressingly – boys. Lilly thought it was just his usual spiel about “books before boys” or him fishing for information, but the conversation was far more direct than expected. She’d almost choked when he mentioned Smit by name.

 _Dang it, Bianca! Actually, scratch that. Dang it, Yang!_ Somehow, that felt better, even if she was pretty sure Bianca was the culprit. In a roundabout way, she figured she could blame Yang for telling Bianca in the first place. _When in doubt, blame Yang._

What followed was a rather uncomfortable interrogation as Dad rattled off a host of questions. He never reacted to her answers in any meaningful way, simply logging the information away in his mind before moving further down his mental list.

Has he tried anything with her? Absolutely not.

Does she like him? He’s a good friend. Their supposed relationship is more everyone else’s doing than their own.

Is he the same boy she wanted to get expelled?

That question was a little difficult to answer. She’d almost forgotten about their discussion last semester, back when Lilly had been on the warpath after Smit’s behavior at the docks. She still hadn’t told her parents exactly what Smit had done. All they knew was that the two had a big fight and Lilly had considered having him removed from the team as a result. Back then, Dad had given her some good advice and helped calm her down a bit. She wasn’t at all surprised that he’d not only remembered that random conversation but could recall it so readily.

Their fight seemed so long ago that Lilly barely thought about it anymore. In a few, short months, she’d gone from saying she might never be able to trust him again to claiming him as one of her closest friends, with others ignorantly claiming more. She did her best to kill that rumor every time it resurfaced, reminding herself that the hopeless romantics were just too dense to separate friendship from love.

That her father had fallen for the rumor was a bit of a shock.

“The heart’s a funny thing,” he’d told her after their dishes were cleared. “Take your mother and I, for example. When we first met, I was interested in a close friend of hers. Your mother decided to help me out, giving me details on what her friend liked and the types of restaurants and activities I should take her to. Ended up dating the girl for almost a year before she dumped me. Your mom and I were already good friends by then and she tried to help me get over the breakup. Guess she did her job a little _too_ well.”

Mom had told her little bits of how they met, but she’d never mentioned the other girl before. Apparently, her mom had developed feelings for Dad pretty early on, but didn’t want to interfere with his current relationship. Her typically observant dad somehow missed all the signs she’d been giving him for months before one of his buddies had pointed it out to him. He finally just straight up asked her if she liked him. Luckily for him, Mom wasn’t a shy person and took the opportunity to make it clear how she felt. Dad didn’t exactly say how, but Lilly could read between the lines.

The similarities between her father’s story and her friends’ claims were a little striking, even if there wasn’t some mysterious third person involved. Despite her attraction to Mercury, she didn’t really feel much more for him. _Sure, he’s pretty good looking, but I don’t know him that well and I don’t think he’s really my type._ She was looking for more than just a cute guy, after all. For her to really pursue a relationship, she needed someone she could really connect with. Good looks were a definite plus, but there was more to love than that.

Unlike in her dad’s story, she had no intentions of asking Smit how he felt. _Even asking would be awkward. Besides, if he does want more, what would I do? Is it better to turn him down right away before his feelings can grow even more? Or what if he’s not interested? Would he think I was and feel like he had to try for my sake? Would it ruin our friendship if he thought I wanted more?_ She had other friends, of course, but Smit was special. They could talk about things that she wouldn’t dare discuss with anyone else. For whatever reason, he was just easier to connect with at times.

For possibly the first time in her life, her father refused to tell her what she should do. No matter what problem she’d faced growing up, Dad always had an answer. Trouble studying? He knew some pneumatic device. Fighting style feels off? He had her adjust her weapons’ weight distribution to compensate. Can’t decide what to get Mom for her birthday? He found something she could make instead.

But ask him what to do about a guy that may or may not like her? Nothing. Oh, he clearly had thoughts on exactly what she should do. She could see as much in the way he smiled. Instead, all he would tell her is to follow her heart and be careful, both for herself and his feelings.

The advice on how to hide the body if he ever got handsy was less helpful.

 _Well, my heart says I like being friends with him, so I’ll just stick with that._ If it was meant to happen, then it would. She wasn’t sure how, but she figured something this important wasn’t to be trifled with. She couldn’t be certain how she would tell if the moment ever came, but she trusted herself to recognize it if it did. After all, Lilly Azura was no dummy. Maybe she wasn’t as observant as someone like Randi, but she liked to think she’d inherited her father’s intellect and could spot something like that.

Unwilling to commit to an answer, her father changed the subject as they headed home. The rest of the day was torn between each member of her family trying to cram in some final moment with her before she went back to school. Mom wanted to hear more about Smit. Violet dragged her into some training. Hunter wanted to show off his now-finished model of Beacon. She bore through each with incredible patience, even if all she wanted to do was take a nap. Her flight the next day was pretty late in the morning, meaning she’d be back in her dorm room well before lunch. It also meant her whole family would be able to see her off. Lilly purposefully lied to them about her departure time, giving herself an extra half-hour to accommodate the never-ending embraces. If her calculations were correct, she’d be able to make it to her flight with a few minutes to spare.

/- - - - - - - - - -/

Lilly wasn’t surprised to find her team waiting for her in their room when she returned. She’d let Smit know when she’d be back, so she braced herself as she opened the door.

“Lilly!” A Honey-shaped missile struck her as she dropped her suitcase inside the room, just making it far enough to let the door close behind her. “You’re back!”

Lilly gave her a partner a quick squeeze. “Good to see you too, Honey.” She looked past the shorter girl to her other two teammates, nodding to each in turn. “Smit. Randi.” Randi nodded back, propped up in her bed against the headboard while reading some novel. Smit was standing near the foot of his own bed, looking unsure how to respond.

“Hey, Lilly,” he finally managed, bringing his hand up for a moment in a weird attempt at a wave. _Just as eloquent as ever, I see._

As she finally extricated herself from her partner’s embrace, Lilly chucked her bag near the foot of her bed, figuring she’d put everything away later. With a content sigh, she collapsed onto her soft mattress, enjoying the slight bounce that followed. Their shared room felt more like home than her own did anymore.

“So, how was your visit?” Randi asked, not even looking up from her book as she did. Most would have considered that rude, but that was just how Randi was. You got used to it in time. According to Yang, Blake was the same way. Only difference was that Randi didn’t always have a book in her hands. Lilly might have thought it some weird faunus thing, but then there was Sun. She couldn’t be sure he’d ever even opened a book before.

“Yeah, enjoy your time with Bianca?” Smit asked.

“You guys knew?” Lilly blurted out, rolling over and sitting up.

“Ruby told me,” Honey admitted with a grin. “Told us to keep it a surprise.”

And what a surprise it turned out to be. Lilly had apologized to her mom for dropping the plate, but Mom was just happy to see her reunite with Bianca and shrugged off the loss. All the letters and calls had been nice, but finally seeing Bianca in person was far better. Next week couldn’t come soon enough. She just hoped their schedules would work out. Bianca _had_ to meet her team, after all.

Part of her felt a little betrayed her team hadn’t clued her in to the surprise, but she couldn’t feel too mad at them for it. “It was great! I had no idea she was coming to visit.” Bianca had explained that she managed to get the weekend off to come see Yang after hearing about her injuries. Yang was actually the one to suggest surprising Lilly and arranged the whole thing. It was weird how quickly she and Yang had gone from bitter rivals to best friends. “She had to go back to Mistral for the week, but said she’ll be back for the Tournament. I’ll have to introduce you guys.”

Lilly’s fear that Honey might be upset at yet another person stealing time away was quickly obliterated. “That sounds awesome!” Honey cheered, genuinely happy for her partner. “Is she gonna come see our fights?”

 _Such optimism._ “I don’t know,” Lilly admitted. “She’ll be here to work alongside some of the medical teams for the week, so I’m not sure when she’ll be available. Our fights might not fit her schedule, assuming we even get in the Tournament.”

“We should find out tomorrow,” Randi commented, reminding everyone that Miss Goodwitch would be making the announcement in a special class in the morning. Rather than a combined class with all the first-year transfer students, their class would consist of all of the Beacon students, regardless of year. It was a little daunting to think of being in class with so many experienced teams, especially since they were all competing for the same spots. The class was scheduled to be pretty short – more of an assembly than a lecture. Goodwitch planned to give them some information on the Festival before announcing the teams, then they would have the rest of the week to themselves. Obviously, the selected teams would have meetings and stuff to attend, such as the big announcement of all competitors on Wednesday, but she’d go over all that in detail.

“Any rumors on who they’re thinking about this year?”

“Not much,” Randi shrugged in response to Lilly’s question. “Most think Team Coffee will get in. They’re the second-year team that Velvet’s on. One or two other upper-years are pretty popular, but nothing concrete yet. Wouldn’t be surprised to see Juniper, but that depends on whether they let any first-years compete.”

Randi always seemed knowledgeable about the Beacon rumor mill, meaning she was the team’s main source of information on the various goings-on around the school. Lilly wished Randi would use that connection to crush the rumors about her and Smit, but Randi seemed more interested in reporting the rumors than influencing them.

“Well, I hope we get a shot.” Honey looked like the only one who actually thought they would, but Lilly could admit to wanting the same. They might not be the strongest team, but that would only matter in the early rounds. As long as they could make it through Round 1, Randi could probably carry them the rest of the way. Even in the doubles round, all they’d have to do is make sure their second member held out until Randi destroyed her opponent. Lilly wasn’t sure how skilled the other schools’ teams would be, but if Randi could keep up with someone like Pyrrha, she had to assume there weren’t many that could topple their ace-in-the-hole solo. The whole thing might come down to Randi versus Pyrrha in what was sure to be a ridiculously long fight.

“If we don’t make it, we can always try again next Tournament,” Lilly tried, hoping to head off Honey’s likely disappointment in advance.

“Yeah, but it won’t be in Vale next time,” Smit added unhelpfully. “I mean, how cool would it be to fight for the home crowd?”

The Vytal Festival happened every two years, but it rotated through the different Kingdoms, so it wouldn’t be back in Vale for another eight years. People from all over Remnant attended the Tournament, but the home Kingdom always had a larger representation in the stands. The announcers were meant to be impartial, but the hosting Kingdom’s school – in this case, Beacon – provided them, and some bias always slipped in. Some believed the familiarity and support provided a boost to the home teams. Lilly wasn’t among that crowd, but she wasn’t ready to fully discount the theory, either.

“Either way,” Lilly said, shooting Smit a look to make it clear not to impede her effort, “we should continue training hard, whether for this year or two years from now. We’ll do some sparring tomorrow evening.” If they were selected, it would help get them ready. If not, a little sparring might help take their minds off being passed over. Basically, a win-win.

“Sounds good,” Smit responded, speaking for the group. No one objected, so Lilly assumed they agreed.

Speaking of training, Lilly realized she was running a little low on ammunition for _Tantum_ and _Brevis_ , especially after the extra sparring with Violet during her visit. She didn’t really feel like going anywhere after just getting back, but she also didn’t relish the idea of running out tomorrow in the middle of their practice. She had plenty of time today, though.

Resigned to her fate, Lilly pushed off her bed once more. “Guess I should run into town and get some more ammo, then. Anybody want to tag along?” Honey tended to burn through dust faster, so she figured this was an easy way to get her to come, if nothing else. Smit and Randi didn’t use any dust.

Which is why Smit’s immediate response caught her off-guard. “Sure! Been cooped up in here too long. Might be fun to head into town for a bit. Maybe grab a bite to eat while we’re out.”

Honey was about to answer before Randi spoke up. “Actually, Honey and I were planning on doing some weapon maintenance today. Ruby showed her a few things and we figured we’d see if it would work for one of us.”

Lilly dreaded to imagine what crazy ideas their neighboring leader might have come up with. Ruby was a veritable genius when it came to mechanics, but she really had no restraint. She’d lost count of the number of times Ruby tried to add a gun to Juane’s sword. He refused each time, saying he didn’t want to mess too much with his family’s ancestral blade. Nora managed to steal it from him one time and sneak it to Ruby, though. Jaune had to chase her down, getting to the forge just in time as Ruby was getting ready to attach some sort of grenade launcher – clearly part of a deal with Nora for stealing the blade in the first place. How she planned to incorporate something like that without throwing off the sword’s balance was a mystery, but Lilly was sure the small girl had accounted for it somehow.

Lilly glanced at Honey, who seemed a little confused at Randi’s reminder before quickly perking up with a smile. “Oh yeah! Sorry Lilly, but thanks for the offer.”

 _Guess she forgot. Nothing slips by Randi, though._ “Sure thing. You need me to pick up anything while we’re in town?”

A few minutes later, armed with a short list from her partner, Lilly finished putting away her clothes and got ready to leave. Honey and Randi slipped out in the meantime, telling them to have fun and that they’d probably be gone a few hours. Smit waited patiently as she finished tidying up her belongings, straightened the sheets on her bed, and tucked a small wallet and her scroll in her pocket.

“You good?” Smit asked, holding the door open for her.

“Yep. Let’s go.”

/- - - - - - - - - -/

Normally, hanging out with Smit meant a hard workout and a lot of laughter, but today felt different. Maybe it was the lack of exercise. Maybe it was the way they sat in the corner of an empty bullhead to Vale.

More likely, it was all the relationship talk she’d endured the last few days.

It wasn’t just Lilly who felt it either, it seemed. Smit stayed relatively quiet, not even cracking a joke about being alone together. The situation was ripe for a good ribbing, yet Smit seemed at a loss for words until they were in the air. Even then, his conversation was oddly lacking of his usual quips.

“So, uh…how’s your family?” Smit asked after takeoff. “Everyone doing okay?”

Small-talk wasn’t their forte, but Lilly figured he was just being polite, given she’d just been home for a visit. _Probably the first thing that came to mind._ Rather than follow the lead of his serious tone, Lilly decided to steer back into the familiar waters of jokes. “Pretty sure nothing bad’s happened since this morning, but I can check if you’d like.” Lilly pulled out her scroll and pretended to dial a number. “Why? You know something I don’t?”

Lilly was already busy thinking of a comeback for several possible jokes, which left her unprepared for his response. “No. I was just curious. You don’t really talk about them that much.”

 _What teenager likes to talk about their family that much?_ Sure, Yang and Ruby did, but they were on the same team. Weiss used to, back when she thought her family name made her better than everyone else. Thankfully, she’d grown out of that pretty quickly as she relaxed around her team more. Before, she’d been Weiss Schnee, heiress of the SDC. Now, she was Weiss, member of Team RWBY.

Unwilling to make things awkward, Lilly went with the topic and rattled off some basic information as the bullhead neared Vale’s landing docks. “Mom and Dad are doing great. Dad’s a little busy lately, but we got to spend some time together in the evenings and most of yesterday morning.” And what a nice time that was, aside from the grilling about Smit, the memory of which had her veering towards another member of the family. “Violet’s studying at Signal right now. One of the top fighters in her class, but her History grades could use some work.” That had been a bit of a shock to Lilly. History was one of her favorite subjects. To hear that her little sister was struggling came as a surprise.

“Wait. Violet’s your sister, right?”

 _Man, I guess I haven’t talked about them much._ She’d mentioned having a sister once or twice, but looking back, she couldn’t remember saying much about her family. She doubted he even knew about Hunter. “Yeah. She’s a few years younger than me but wants to attend Beacon when she graduates. I also have a brother, Hunter, but he’s only five, so I think it’ll be a while before he decides on a school.”

The bullhead shifted as it came in for a landing, the familiar lurch of touchdown heralding their arrival to the city. They still had to wait a minute or so as the pilot shut down the engines and performed a quick safety check before the door would open.

“My brother was born just after I got my acceptance letter for Signal. They decided to name him Hunter in celebration.” Lilly laughed softly, shaking her head. “Kind of dumb, but that’s just the sort of people they are.”

The pilot halfheartedly bid them have a nice day as the door popped open, his voice betraying how worn down he felt. With the sudden influx of people to the city, bullheads were pretty much always buzzing between the stadium, fairground, city, and school. Even at night, when less people were out and about, they were needed to shuttle supplies, leaving almost no downtime. Lilly assumed they operated in shifts, but there was no telling how long each of them were on call any given day. Worse, the sudden increase in demand meant more wear and tear on the bullheads and less downtime, leading to inevitable maintenance issues. With each bullhead that went down for repairs, the strain on the others increased. It was a pretty vicious cycle, but necessary for such an event to happen. Unlike the rest of the city, she imagined the pilots were looking forward to the _end_ of the Festival.

True to form, the moment they were clear, the bullhead roared back to life and shot off towards the school once more. _Poor guy. Hope he gets some time off soon._ It was easy to forget the strain something like the Festival placed on some. While most of the city celebrated and partied all day, certain sectors slaved away endlessly, only getting noticed when something bad happened. Make a hundred trips on time and no one batted an eye. Arrive late even once, and people called for your head. Such was life in the city.

“The dust shop Honey and I frequent isn’t far away,” Lilly informed her escort, pointing down the nearby street. Randi had come with them once, but usually Lilly and Honey took care of their dust shopping alone. No reason to drag the other two along, after all.

“After you,” Smit insisted, more because he had no clue where to go than out of politeness. They barely made it to the next corner before he tried to continue their earlier conversation. “So what about your parents? What do they do for a living?”

“Why the sudden interest?” Lilly asked, finding the topic easy but a little odd. “You’ve never asked about my family before.”

Smit winced slightly at being called out. Lilly didn’t mind the conversation, but it was completely out of character for her teammate. If they weren’t sharing embarrassing stories about their own past, they were usually talking about people at school. “It’s, well…kind of Randi’s fault, actually,” he admitted, rubbing the back of his head nervously. _Is that some sort of default move for guys?_

“Randi’s fault?”

“Well, not her fault. More just something she said to me the other day.” Lilly waited for him to elaborate. “She pointed out that I don’t know that much about her and Honey, so I’m trying to work on that.” His eyes widened for a moment before he rushed to add, “Don’t ask about Randi’s childhood, by the way. I still don’t have the full story, but it just keeps getting more messed up each time. Short version, bad stuff happened, followed by more bad stuff, then Beacon.”

Lilly couldn’t imagine how much more messed up it could get, considering their faunus teammate had lost her home and family to the Grimm, been betrayed by the very family she’d saved, kicked out of her new home, and then wandered around the Mistral wilderness for a few years alone. Something about the look in Smit’s panicked eyes told her she didn’t really want to know.

“Anyways, I figured I should get to know all of you more. I mean, we talk a lot, but it’s mostly about classes and fighting. I really don’t know that much about you personally. For instance, what are your parents like?”

Lilly could admit the idea was a good one. They’d been a team for the better part of a year now, yet she knew precious little about her teammates beyond school and combat. She’d have to ask for a sugar-coated version of Randi’s past from Smit later, but she barely knew anything about his family. She knew a few basics about his parents, but nothing recent. Was his dad still at the refinery? What was his mom doing now? It wasn’t much better with her partner, either. How far away did they live? Had she heard anything from her dad since moving away? In fact, she didn’t know anything about the years between moving closer to Vale and coming to Beacon, now that she thought about it.

 _Seems Smit’s not the only one who needs to know more. Maybe we need to have another getting-to-know-you day, like our first day as a team._ With that in mind, she committed to helping him, hoping he’d return the favor at some point.

“Hm…where to start…” Lilly used the few seconds to gather her thoughts before speaking. “Well, Dad’s kinda like me. Or, I guess I’m like him. He’s really smart and analytical, but kind of quiet. Likes to think things through in his head before saying anything. He has this really intense look when he’s thinking, too, which makes it kind of scary when talking to him. He’ll just sort of stop and stare through you as he processes everything you’ve said for a moment before answering.

“He used to be the leader of a Huntsmen team at Beacon. The team stuck together for a while after graduating, but they all ended up settling down later. Two of them ended up havin’ a kid together and eventually married. That was sort of the end of their team, as they wanted to move back to her hometown in Mistral and raise their child near family.” Dad and his remaining partner went on a couple missions after that, but then Lilly came along and the last guy took a job at a small preparatory school in the middle of nowhere. “They still keep in touch, but none of them really go on missions anymore.

“Dad’s a manager for a major technology company in Vale. Started out working on bullheads, but it wasn’t long before they moved him up the chain a bit. He travels a lot, but they try to space that out so he doesn’t get burnt out. Has to travel to Mistral soon. They’re waiting until after the Festival, though, since prices are so high right now,” Lilly recalled from their discussion yesterday.

Smit waited patiently for a break in her story as they continued along the sidewalk before chiming in. “What about your mom? Is she Huntsman trained, too?”

“Yep,” Lilly confirmed, even if she cursed how contagious a certain pair of sisters seemed to be. “She was on another team at Beacon. A year behind Dad. That’s how they met. Her team ended up splitting up right after Beacon, with the other three going back to their homes to patrol villages and do solo missions. Two of them are in Vacuo and sometimes team up, but Mom doesn’t hear from them as often anymore. The other one visited a few years back, but they all just sort of went their own ways after Beacon.”

The thought of breaking off from her team so easily made no sense to Lilly, but not everyone stayed together. In fact, given how rare it was to see more than two Huntsmen together outside of the schools, it seemed like that was the norm. Hopefully, their team would prove the exception to the rule. She didn’t want to lose her team after Beacon. Sure, they might do some smaller missions here and there, but she dreamed of the four of them tackling the bigger missions – the type that needed more help than usual.

“Dad’s job pays pretty well, so Mom stays home for the most part and takes care of the kids. She’s gonna be working part-time for Hunter’s preschool after their secretary moved away. Want her to finish out the year while they look for a replacement. They offered the position to her, but with Violet at Signal, Hunter about to move up to kindergarten, and Dad travelling more, she wanted to keep her schedule more open. Told them she’d fill in as needed, but couldn’t commit to a full-time job right now.”

Lilly could barely remember her mom working when she was growing up. Apparently, she’d taught at the elementary school for a little bit before Lilly was born. She even went back for a year or two, but then Violet came along. With two young girls to raise all of the sudden, she’d decided the extra money wasn’t as important as raising her children. Even after they’d gotten a little older and things settled back down, Lilly’s mom never did more than substitute at the local schools. It ended up working out nicely, though, as she could jump in just about anywhere when a need arose. Finding a temporary replacement in a place like Patch could be difficult at times, so pretty much every school had her on speed dial, just in case. It wasn’t unusual for her to fill in at more than one school in the same week, especially during the colder months when people tended to get sick.

Up ahead, Lilly could just make out the sign for their destination, but they still had a pair of crosswalks to navigate first. Sadly, they’d just missed the light on the first, so now stood waiting for the next opportunity. Lilly figured she might as well keep their chat going while they waited.

“You heard anything from your parents lately?” she asked, figuring he had to talk to them at least once in a while. “Everything okay back in warm, sunny Atlas?”

Smit smiled at the stupid joke, nodding to show he had some news. “Even before Torchwick was arrested, dust robberies had dropped off, so the SDC has been churning out dust like crazy. Add in the massive amounts needed for the Tournament, and Dad’s refinery has been running pretty much non-stop lately. His crew has been putting in a lot of extra hours and exceeding their quotas so often, that they gave everyone a slight raise.”

Despite how much everyone complained about the SDC’s labor practices, they were still a business. If people didn’t get paid enough, they’d leave for another company. People said they ripped off the miners, but they still paid more than most other companies. Lilly didn’t think it was enough, but the same could be said of teachers and police. The SDC employed more faunus than any other company on Remnant. After the Faunus Revolution, many places looked down on faunus and refused to hire them. With no real work opportunities, it was hard for them to compete for better jobs and they often had to take whatever they could get. The SDC always needed more miners, so naturally, the faunus had flocked there. Sadly, the low wages and serious safety issues with mining dust itself made them look far less benevolent than they had hoped. They were getting better, but far slower than the general population liked. Weiss often spoke about her plans to improve things once she inherited the company. Lilly didn’t know how she planned to balance being a Huntress with running the SDC, but she knew her friend wasn’t one to back down from a challenge. If there was a way, she’d find it.

“Glad to hear he’s doing well,” Lilly commented as they were finally cleared to cross the first intersection. “What about your mom? Is her condition improving at all?”

Smit mentioned his mom from time to time, but her progress fluctuated rather than a steady improvement. Treating physical problems like her amputated leg could be pretty straight forward. Mental issues weren’t as cut and dry. Sometimes medication helped, but other times the side effects outweighed the improvement. It was hard to pinpoint specifics in things like depression and PTSD, so treatment could be more of a guessing game at times. What worked for one person might not help the next. In fact, it could just make things worse if you weren’t careful. It also didn’t help that those who had never experienced it rarely understood it.

The way Smit perked up answered Lilly’s question before he could get the words out. “She’s doing really great, actually! She found a therapist that has really helped her and the docs were able to scale back her medication pretty heavily. Dad was saving up to get her a better prosthetic, but it turned out his team was doing the same and gave it to them as a gift a few weeks ago. Sounds like a few of them convinced management to cover half the cost, so they were able to get one of those fancy, robotic ones that moves a little more naturally than the old models!”

“Wow, that’s great!” Lilly echoed, genuinely thrilled at the sudden turnaround. Excitedly, she gave her teammate a quick hug, just long enough to show her support. “It sounds like your dad has some great friends.”

Aside from the fact that the increased performance would let her be more independent – something people often took for granted until they were forced to rely on others – Lilly was certain the outpouring of support from his dad’s team helped as much as her treatments. Often, the support of those around you could be the best medicine.

“Oh…uh, yeah,” Smit sputtered out as Lilly stepped away. “They’re hoping she’s finally out of the woods. Said they think she should come visit me at school sometime to get a change of scenery. Warmer climate might do her some good, too.”

“Your mom’s coming to visit?” Lilly asked excitedly.

“Well, Dad would have to come, too, but they doubt that’ll happen until next year.” Rather than look discouraged, Smit just seemed happy that such a possibility was even on the table. “Need to make sure she shows a steady improvement first. Don’t want her to have a breakdown on the flight from Atlas or something. They said the earliest she’d be cleared to travel would be after the end of the semester, anyways. Maybe I can get them to come with me at the start of next year.”

“That would be awesome,” Lilly assured him, eager to keep the optimism going. There was always a chance his mom would relapse again once the current boost of improvement wore off, but worrying about that wouldn’t help Smit. The best thing he could do was remain upbeat for his mom and encourage her. That kind of energy was contagious, after all.

Aside from the thrill of getting to know more about Smit, family meant embarrassing stories. Lilly would need to pull his parents aside and get all the dirt she could. _Maybe I can see if they can stay with my parents or something._ That would free them up from having to pay for a hotel. Might even let them stay a little longer, which she was sure Smit would enjoy. The easy access to his parents, coupled with the fact he would clearly owe her, made for some interesting possibilities. Already, she could feel plans starting to form in her mind. Luckily, he missed her vicious smile as they finally made it to the dust shop and went inside.

The familiar aroma of the store greeted Lilly as she waved to the older faunus woman coming out of the back. Rather than the ears or tail she normally saw, this woman had some sort of scaly growth down her tanned arms. Honey had talked to her a few times and introduced Lilly later on. Turns out, the store owner –Tilia, as she insisted they call her – had moved from Vacuo when she was younger and worked for one of the larger suppliers in the city. She eventually saved up to open her own store after her company was bought out by the SDC. Her severance covered the final expenses and she was able to make contact with her former boss, who was taken on as a local sales rep for the SDC since he knew the area so well. He cut her a good deal early on, letting her undercut some of the larger stores and secure her spot in the city. Even now, her prices were still competitive, even if Lilly knew a few places that could beat her. Tilia’s friendliness and knowledge had kept Lilly coming back, though.

“Good to see you, Lilly!” Tilia called as she carried a large box down one of the aisles, her bright eyes and gray hair just visible above it. “Who’s your friend?”

“Tilia, this is Smit. He’s on the same team as me and Honey.” Lilly moved toward the aisle Tilia had disappeared into. “You need any help with that?”

“No, no dearie,” Tilia fired back as she set the box down. “I’ve got this taken care of. Why don’t you and Smit take a look around? Be sure to let Honey know I got a big shipment of her usual in this week. Just holler if you need me.”

No matter how many times she and Honey offered to help, Tilia always turned them down, saying she wasn’t so old as to need them to do everything for her. Said she’d hire someone if she ever got to the point of needing customers to help her. Her store wasn’t the busiest in town, but she had a pretty loyal clientele. Tilia somehow managed to keep track of every little detail her customers shared, often striking up conversations like an old friend when they came by.

Knowing better than to keep the diligent woman from her work, Lilly made her way to the ammunition aisle, quickly honing in on her preferred types. While dust was available in crystal and powder form, Lilly’s weapons used processed ammunition. There were ways to fill your own ammo using powdered dust, but the machines could be pricey. Beacon had several available in the weapons workshops, but Lilly had grown accustomed to the buying it this way.

Her partner, on the other hand, used dust in powdered form.

“Hey, can you grab some for Honey while I take care of my stuff?” Lilly handed over the short list Honey had given her. As always, Honey seemed to need more ice dust than any other, preferring to fill a defensive support role. She also needed a couple vials of fire and shock. Thankfully, powdered dust was a lot cheaper than dust ammunition.

“Sure thing, boss,” Smit agreed, taking the list and heading to the far wall where the powdered dust was kept.

Lilly picked through the boxes of ammo, pulling out a few for both _Tantum_ and _Brevis_ before setting them in a small basket she had snagged on the way in. Deciding it was past time she learned, she added two cases of empty shells as well, deciding she would work on that after the Tournament. _Ruby’s nuts about weapons. I bet she could teach me._ That meant sitting through at least an hour of Ruby’s weapons rants, but Lilly had grown used to that. The small girl really did know her stuff, after all, and was always happy to help.

“Making your own ammo, eh?” Tilia asked, having suddenly appeared around the corner of her aisle. “You aren’t trying to cut me out, are you?”

Lilly knew the question was more of a joke than her actually being offended. “I wouldn’t dream of it. Never bothered to learn, though. I know someone at school who can teach me, but I still plan to buy my ammo from you. Just want to know that I can, in case I ever need to.”

“That’s a good girl,” Tilia laughed, peeking over the short shelving unit towards Smit while handing her a case of the weapons-grade dust she’d need for such an endeavor. “So, why did you never tell me about your boyfriend? I’m hurt.”

“My bwah?” Lilly choked out, quickly looking to make sure Smit hadn’t heard before ducking a little to block his view should he turn. “He’s not my _boyfriend_. Honey couldn’t come today, so he offered to tag along instead. He’s just helping me pick up some supplies.” Really, did everyone just assume a guy and girl in the same store had to be romantically involved? Her mind quickly reminded her who Tilia’s other loyal customer was. Honey seemed hell-bent on the two of them getting together, after all. It wasn’t hard to imagine the small girl roping Tilia in on the scheme.

_Dang it, Honey!_

“If you say so, dear,” Tilia replied, clearly doubting her claim as Lilly’s cheeks began to redden. “I’m sure he has _no_ interest in a pretty thing like you. Just spending his day off following his platonic friend through town. All those glances he keeps shooting your way must just be his concern that I’m going to attack you.”

Lilly carefully let her eyes slide over towards her teammate once more, making sure to keep her face pointed at Tilia as she did so. Just like she claimed, Smit would randomly look over at her, then go back to what he was doing. He probably thought he was being so slick, but he clearly underestimated how perceptive the meddlesome store owner could be.

“I asked him to grab some dust for Honey. He’s probably just checking to see if I’m done yet so we can check out.”

“Oh, trust me, he’s been checking _you_ out since the moment you walked in.” The way Tilia waggled her eyebrows reminded Lilly instantly of a certain blonde friend of hers. _The two must never meet!_ “Well, if you won’t take him, let him know I’m available.”

Lilly quickly decided to rejoin Smit as Tilia cackled at her own joke. _I’m not running away. Just…seeing if he needs help._ Tilia, apparently having had her fill of fun, was already heading to the counter, content to wait for their approach.

Smit was laughing when Lilly came up, making her worry that he’d overheard Tilia’s insinuations. “What’s so funny?”

Wiping a tear from his eye, Smit held out a vial full of red powder for Lilly to inspect. “Check out the bottom of that,” he instructed, drawing a deep breath as his merriment came to an end.

Lilly flipped the small thing over, making sure to check the cap first lest she dump the highly flammable material all over the store. Everything looked normal at first glance, but upon closer inspection she noticed some sort of scratching in the glass. It looked like someone had drawn what could only generously be called a flame, scratching the rough shape into the glass itself.

“Fire?” Lilly asked, not understanding what was so funny. _So someone practiced their crappy artwork on a dust vial. What’s the big deal?_ The fact that it matched the contents wasn’t really that funny, so clearly she was missing something.

“Can’t wait to tell Dad,” Smit said, more to himself, before answering Lilly’s unspoken questions. “One of the guys on my dad’s crew said he wanted to make their product unique. You know, some way to show it came from their refinery and all. I’ll have to let Dad know we found some.”

It was such a dumb idea that Lilly couldn’t help but laugh. The SDC probably had countless facilities refining and packaging dust. Smit’s dad’s crew probably represented only a small fraction of their products. The other refineries would use the same packaging, meaning there was no way to tell one apart from the other once it hit shelves. This guy seemed to have found a way to make theirs stand out, even if most wouldn’t even notice.

Looking over a few other vials, Lilly noticed similar markings on each one. Snowflake for ice. Lightning bolt for energy. The idea was so simple, much like the artwork. The leaf on a green vial was pretty sad, but the three squiggly lines for water was worse. Then came gravity…

 _An arrow? Really?_ Admittedly, she struggled to think of something better, but that was no excuse. She rolled her eyes as she rotated the vial so the arrow pointed up. _Look. I made sky dust now._ Whoever made the drawings should definitely keep their day job.

“I’m sorry, but that is just _so_ dumb,” Lilly said, putting the extra dust back on the shelf as she did.

“Hey, give them some credit,” Smit insisted, taking the basket from her and adding Honey’s order. “It had to be something management wouldn’t get too mad about. Figured they wouldn’t check the bottom of the vials. More interested in the product than whether the glass was scratched. Anyways, we good to go?”

Tilia eagerly awaited them at the counter, the wink she shot at Lilly bringing her blush back once more. Smit failed to notice as he set the basket down and reached into his pocket. _Thank goodness for little mercies._

“I got this,” Smit said, pulling out a small stack of lien. “Earned some extra lien during the break.” Before Tilia could finish ringing up the order, though, Lilly pushed his hand away.

“Thanks, but I’m good. Mom and Dad send me an allowance for school supplies like dust.” That was true, but her main reason was that she didn’t want Smit wasting his lien. She knew money was tight for his family, but there was no way she’d call him out on that here. Instead, she just cut him off, removing the choice entirely. “Besides, Honey paid for mine last time. It’s my turn to pay for hers.”

That was a lie, but he didn’t need to know. Tilia’s grin proved she’d caught it, but chose to let it slide.

“Fine, but at least let me buy lunch, then.”

A quick meal for the two of them would be far less expensive than all the dust she was buying, so she relented easily. “If you insist. I know a little burger place nearby. Sound good to you?”

“Perfect.”

Within a few minutes, they were seated at a small table outside, hungrily tearing into their greasy food while enjoying the sunlight. Smit had claimed the bag as they left the store, insisting that he could carry it for them. Lilly didn’t fight it, but she also made sure not to look at Tilia as they left, knowing full well the woman would be reveling in his behavior.

Between mouthfuls, Smit managed to grunt out, “Oobleck asked Ruby’s Team why they became Huntresses. Apparently, it’s a pretty standard thing they ask on your first mission. Since we didn’t have a Huntsman with us, we missed out.” Lilly wondered if that was meant to be part of their debrief. With everything that happened that day, though, it would have been easily forgotten. “Anyways, it got me to thinking a bit.” Smit sat up straight, coughing lightly into his fist before starting in with his Oobleck impersonation. “Miss Azura,” he rattled out, “tell me, for what cause or purpose did someone like yourself choose to pursue a career as a Huntress?”

Smit managed to stumble through the words in a single breath, gasping at the end as he awaited a response. “Well, Mister Bren–”

“Doctor,” Smit grumbled.

“Sorry. _Doctor_ Brendis,” Lilly amended, earning a simple nod from Smit, who sat as piously as he could. “I guess it goes back to my father. He used to tell us stories about his time as a Huntsman. Goofing off at Beacon. Fighting Grimm. Saving people. It always fascinated me as a child. Growing up, I thought my dad was the greatest hero ever. I guess I wanted to be just like him – a hero.”

As she got older, she began to realize her father’s missions weren’t anything special. Huntsmen saved people all the time, after all. Eventually, he told her the other stories – the times he _wasn’t_ able to save people. He wanted her to be aware of exactly what she was pursuing. Even knowing that, she’d been resolute in wanting to protect people, even if she couldn’t save them all.

That was the moment her father had told her she was ready.

“I know, it’s silly,” she admitted, shaking her head softly. “A silly dream of a naïve little girl.”

“No,” Smit blurted out, leaning forward to place a hand on hers. She felt she should’ve pulled away, but something held her in place. “It’s not silly. In fact, that might be the best reason anyone could have.” Lilly’s hand tingled as he pulled away, fingers ghosting over her skin. Her hand felt strangely cold all of the sudden. “Definitely better than my reason. I just wanted to get revenge. Maybe someday I can be as silly and naïve as that little girl. Remnant could use more people like that.

“I know what that’s like,” Smit continued, eyes drifting past her. She had a feeling they were well past Vale already. “When I was young, Mom used to tell stories of her team’s adventures before, well, you know. Part of me wanted to follow in her footsteps, but I never thought I could. She unlocked my aura for me and taught me some basic fighting, but there was no way we could afford all the schooling. Then, when she came home from that one mission, there was no one to train me. After I got into Alsius, part of me hoped I’d make her proud someday. Maybe then I’d find a way to bring her back.”

Lilly could tell he was fighting to keep it together. _He always says he wants revenge, but there’s more hidden there. He blames the White Fang for hurting his father, but his mother went through much worse before that. In a way, the Grimm took his mother from him._ Sure, she survived, but she clearly wasn’t the same woman anymore. She wasn’t sure exactly how old Smit was when it happened, but it had to be before he was old enough for preparatory school. If she had to guess, he probably hadn’t even hit ten when his family was devastated by the very monsters he was training to fight.

It was foolish to think taking on the Grimm would magically bring his mom back, but a grieving mind believed what it needed to. _Have to wonder if it’s really the White Fang he’s angry at._ Sure, they’d nearly killed his father, but the Grimm had done worse. Smit’s anger had lingered without a real target for years, festering inside of him until the refinery attack. Old wounds would have reopened, combined with the fear of the past repeating with his dad. In that moment, the White Fang had drawn his ire, and all the pent up hatred finally found an outlet. Suddenly, his visceral reactions to them made more sense.

“I still want to make them proud.” Lilly was surprised to hear herself speak. The words kept coming, and she made no move to stop them. “But it’s more than that. Dad always seemed so proud of what he’d done in his life, even if some didn’t make it. Those moments when he spoke of snatching people from the jaws of death…his eyes always seemed to shine.” Smit’s focus had returned to her as she took a deep breath. “That’s what I want. I want to look back someday and see all the good I’ve done. I want to live a life that I can be proud of.”

Maybe that was a little selfish, but she didn’t care. Doing the right thing didn’t always mean doing it for the right reasons. Huntsmen often took missions based on payment. Did that make their actions any less heroic? Did saving people from the Grimm not count if you did it for fame? Just because someone didn’t have the best reasons didn’t make their actions less worthwhile. Besides, everyone wanted to be proud of themselves in some way or another.

“Heh, that’s more like it,” Smit said a soft smile on his face. “That sounds like a good plan. Maybe someday we can reminisce about the old days together.”

Lilly tried to picture the scene. Team LHSR, gathered in some living room by a warm fire, remembering all the good they’d done together. She could picture the gray sneaking into Smit’s hair as he cracked some stupid joke. Randi would be leaning against the mantle in silence, soft wrinkles the only signs of age. Honey’s hands would wave around as she told some fantastical tale while Lilly watched from her chair. A trio of small children would scamper through the room, the first two clearly belonging to Randi as one tugged on the other’s ears. Meanwhile, a small, blonde girl would cling to the first’s tail, bravely trying to rescue her friend from the torments of an older brother. It was the dream most Huntsmen had of growing old and finding rest. A dream that came true far too rarely.

Lilly committed then and there to do whatever she could to make this one happen.

“You know, I’d like that,” Lilly sighed, wondering what amazing adventures they’d look back on one day.

The rest of the meal finished in relative silence, the sound of shoppers and vehicles passing filling the air. Lilly glanced down at her scroll for the time, even if they had no reason to hurry.

“This was nice,” she said, returning her scroll to her pocket as she gathered her trash. “Well, guess we should head back, huh?”

“No!” Smit blurted out, drawing a few stares as a result. “Heh, I mean, what’s the rush? It’s _way_ too nice out. Besides if we head back now, we’ll just be sitting around waiting for Honey and Randi.”

“Alright, then what do you want to do?”

Smit thought for a few seconds before finally striking upon an idea. “Why don’t we go for a walk? There’s a park not too far from here with a nice path. Might as well burn off some of this.” Smit gestured to the now-empty tray before him. “Plus, I’ve been cooped up in the school for almost a week. It’s nice to get some time away every now and then.”

Lilly could hardly begrudge him the point, seeing as he was unofficially restricted to the city and Beacon still. Ozpin had recently assured them that the restriction would be lifted before the end of the school year, but he wanted to keep it in place until things settled down a bit. It sounded like a bunch of political garbage, but Smit agreed and that was that. Meanwhile, she got to go home and visit family while he was stuck at school.

The two cleared their table and were soon pushing their way through the city’s busy streets. With the Festival only a day away, Vale was overrun with people from all over Remnant, most of whom seemed to be out shopping today. Lilly followed behind Smit, whose larger size let him cut a path through the throng a little easier. As they put more and more distance between themselves and the major stores, the crowds finally began to thin out until they reached one of the few parks in the city.

Lilly never bothered with Vale’s parks, given the impressive landscaping around Beacon and the relative solitude it provided. To the right, a group of teenage boys were noisily tossing a ball around, each trying to show off to the others, but more so for the cluster of girls on the sidelines. Beyond that, she could see small patches of color dotting the grass as families and couples relaxed in the sun or enjoyed a picnic. The mouthwatering scent of a barbeque drifted on the soft breeze. A trio of bicycles meandered past them to follow the path ahead, making sure to give a wide berth to the older couple out walking their small dog, whose tail wagged furiously as the new arrivals passed. The dull roar of city life still lingered in the background, only just behind them yet seeming much further away. It wasn’t as impressive as the Beacon gardens, but the quaint park felt more relaxed somehow.

With no real hurry, Smit and Lilly began to follow the paved path before them, uncaring of where it would lead or how long it would take. The older couple came the opposite way, passing by on the far edge of the pavement but still close enough for the dog to investigate. Smit held the back of his hand low as he knelt, waiting patiently as the small dog hesitantly inched closer and sniffed at him. The canine’s timidity vanished instantly as Smit rubbed the side of its head.

“Who’s a good boy?” Smit asked in a babying voice as his new furry friend leaned against his hand, licking his palm when he dared to slow his rubbing. The gentleman holding its leash, who seemed a little uneasy when they stopped, relaxed with a smile. His wife tightened her grip around his arm in a simple hug, looking down on Smit with a fond smile before her eyes drifted to Lilly.

“What a nice, young man you have,” she said in the most grandmotherly voice Lilly had ever heard, turning back to Smit. “Such a gentleman. You make sure to take care of the young lady.”

Lilly couldn’t bring herself to correct the woman, especially given the way her face seemed to be bursting with joy at the sight of them. Smit must have felt the same as he stood, his new companion pulling to the end of his leash in order to follow. “She’s the one taking care of me most of the time,” he joked, causing the woman to shake with laughter.

“Too true,” she said, bumping against her husband. “Well, don’t let us keep you two. Let’s head home, Wilbur.”

“That was interesting,” Lilly commented once they were out of earshot. “You sure have a way with older women.”

“What?”

“Poor Wilbur better keep an eye on you, charming his wife like that.” Smit rolled his eyes as the path veered sharply to the left through a small copse of trees. “Which reminds me, Tilia said to let you know she was single and ready to mingle. Never knew you had such a way with the cougars.”

“She didn’t say that!” Smit shot back mid-laugh. “That Tilia must be quite the character.”

“You have no idea,” Lilly promised, recalling the teasing she’d endured in her store.

“What can I say? I just have that effect of women. It’s only a matter of time before Miss Goodwitch succumbs.”

“Idiot,” Lilly snorted, punching Smit’s arm. “I’d love to see you try, though. If Goodwitch didn’t kill you, I’m pretty sure your pal Ironwood would drop a battleship on your head.” Lilly didn’t usually buy into such rumors, but the whole school had seen them at the dance. The general had followed Goodwitch around most of the evening and even danced with her at one point. She seemed tolerant at best, but maybe that was just how she showed affection. Compared with the sternness most people received, Ironwood was probably closer to wooing her than any other man on Remnant.

“Would serve him right. He trapped me in Vale, so I’ll steal his woman. That’ll teach him to mess with Smit Brendis.” Smit puffed out his chest in a show of bravado, put quickly deflated as Lilly poked his side.

The next few minutes passed in relative silence, the trees eventually parting as the path returned to the grassy expanse. Further from the entrance, this side had far less people. Smit spotted a nearby bench at the next bend in the path and quickly claimed it for them. The ground before them sloped gently downward, eventually ending at a small pond. A man, probably a little younger than her own father, knelt as he showed his young daughter how to bait a hook, then helped her cast her line into the calm water.

Lilly’s eyes closed as the warm sunlight danced across her face. Somewhere back in the trees, a bird began to sing, with a few others soon joining in the chorus. She heard the gentle whir of the bikes passing by once more. In the distance, the cheers and shouts of the teenagers could vaguely be heard. Lilly drew in a deep breath, then released a long, content sigh as she enjoyed the relaxation.

After all, with the Festival starting tomorrow, such moments would be rare.

Her eyes slowly crept open as Smit broke the silence. “By the way, I need to thank you.”

“What are you talking about?” She couldn’t think of anything she’d done recently.

“For everything,” he responded, looking directly into her eyes. “After the docks, I…I really messed up. It would have been so easy to get rid of me, but you didn’t. Instead, you tracked me down and talked it out. Not sure many would have even bothered.”

Lilly felt a surge of guilt at how she’d initially reacted. Contrary to what he seemed to think, she’d been honestly considering having him removed. She only went to find him after Honey forced the issue. “We’re a team, Smit. Besides, Honey was the one who wanted to fix things. I only came because I didn’t think she should have to face you.”

“But you still came,” he countered, silencing her. “You came and listened to me. So what if you didn’t want to? If anything, that just makes it _more_ meaningful that you gave me a chance.” Smit’s gaze slowly turned to the pond below as he continued. “It…it meant a lot to me. You told me I wasn’t the monster I saw in the mirror. You know, you’re the only one that’s ever said that? And for the first time, I actually believed it.”

“Well, it should have been obvious.”

“That isn’t the only time someone’s had to point out the obvious to me.” Smit’s head shook as he laughed through his nose. “After the dance and everything that night, Yang found me. She told me what you guys said to Ozpin, that you believed me, even when I couldn’t believe myself. I know Ozpin had a hand in that, but you came to my defense when I didn’t deserve it…again. Even took on Ironwood himself. I would’ve paid to see that.” His laughter died off as he faced her once more. “I’ve heard of giving second chances, but I’ve got to be on at least my tenth with you by now.”

Lilly could recall that night easily. She wasn’t sure why she’d rushed to his defense, but before she could help herself she was in a shouting match with the most powerful man in Atlas – perhaps the most powerful man in all of Remnant. That she’d done it so readily had shocked her. Even after hearing all the evidence – evidence that painted a very bleak picture for Smit – she refused to give him up. She wasn’t sure what would have happened if Ironwood tried to take Smit, but she had a feeling it wouldn’t have gone well for her.

“You know, Yang actually offered to dance with me after all that?”

That was news to Lilly. Yang had agreed earlier that evening, but that was before all the stuff with Smit and the CCT. She’d have to thank her friend for following through, especially when Smit needed cheering up the most. “Yang’s a great girl. Sounds like you got your wish after all.” Considering how much Smit had improved by the next morning, the dance must have done wonders for him.

“Yeah, Yang’s awesome, but it seems _someone_ asked her for me…”

 _Dang it, Yang! That was supposed to be a secret!_ “W-well, I knew how much it meant to you,” she stammered, a little embarrassed at being caught. “You kept going on and on about it. I figured you deserved it.”

“It was more than I deserved,” he declared with such resolution that Lilly couldn’t bring herself to argue. “If anyone deserved a special night, it was you. So why did you go alone? I’m sure there are loads of guys that would’ve said yes. They’d be lucky to have you, too.”

Lilly could feel the heat creeping towards her cheeks at the simple compliment. “I didn’t want to go with just _anyone_ ,” she insisted. “Like Randi said, I thought it should be someone special – someone that I actually knew before the dance.”

“No one asked, is what you’re saying?” The way Lilly gritted her teeth at the accusation proved him right. “Heh, called it. Bunch of morons missed out, if you ask me.”

“It’s no big deal.” It felt like it at the time, but it shouldn’t have. “I still had a lot of fun hanging out with everyone. Never would’ve guessed you were such a good dancer, though.” The casual praise he kept throwing out was making her feel uncomfortable, so she tried to steer them back into safer waters. “I thought it was wonderful how you danced with each of us. I think it meant a lot to the other two.” Unsaid was how much it still meant to her. “Good to hear you got your dance with Yang, too.”

“That’s where you’re wrong.” Smit’s smile was far too self-satisfied.

“But you said–”

“I said she offered, but we didn’t actually dance.” The idea of Smit turning down Yang – his obsession at the time – made no sense. _He literally wouldn’t shut up about her! Why would he refuse an opportunity like that?_ She was too late to silence the treacherous thoughts that answered. Instead, she tried to push past them.

“That’s all you talked about before the dance! I thought that’s what you wanted.”

“Oh, don’t get me wrong. Before the dance, that’s all I was after.” His laughter showed he had eventually come to realize how foolish his pursuit had been. “I probably would have jumped at the offer, too, but Yang helped me realize something.”

“Realize what?” Lilly asked, heart pounding a little faster as her mind continued to hint at what she knew was the answer.

“She showed me I was chasing after the wrong thing. Told me I deserved something special.” Slowly, Smit reached down and took her hand, leaving more than enough time for her to pull away. She tried, but her arm refused to move as he gently grasped her hand, flooding her with warmth. Against her will, her eyes followed his arm up to his face. “I think you’re special.”

 _Bwah?_ Her brain crashed as Smit uttered those fateful words. _Special? M-me? Surely he doesn’t mean anything by it. We’re just f-friends._ Her denials came flooding in as normal, but there was no ignoring what was happening. That didn’t stop her from trying.

 _No, he can’t mean what he’s saying. Right?_ His thumb stroked the side of her hand. _Hm, that feels nice. No! It doesn’t!_ _He’s just confused. That’s it. He’s just saying we’re really good friends. Really, really good friends._

It occurred to Lilly that she hadn’t said anything to him yet. Smit looked nervous, but decided to press on when she still couldn’t figure out what to say. “You’ve always believed in me; always been there when I needed you.”

Lilly finally managed to regain some control, blurting out the first words that came to mind. “Why? Why are you saying all of this?” She tried to give him an out, but he ignored it. Part of her cursed how nice her hand felt right now.

The rest of her wondered if she should offer the other one.

“You said you want to be proud of yourself someday. Well, when I look back on my life, I want to be the type of man _you’re_ proud of.” Lilly couldn’t bring herself to laugh at his cheesy line. “I’m not saying I’m in love. You’re important to me, Lilly. Important enough that I want to give this a chance. I like you, Lilly. A lot. And I’m tired of hiding it.”

“I-I don’t know what to say,” Lilly answered honestly. She wasn’t looking for a relationship, but she hadn’t been against it, per se. She always assumed it would be a gradual thing – something she would slowly grow into. Having it thrust upon her so suddenly left her sputtering. “What…what exactly do you want?”

“A chance,” he answered, far too quickly. Lilly could remember him once saying the same about Yang. It felt a little weird to be on the receiving end now. “I’m not saying we have to go proclaim our relationship or anything. Shoot, I’m not even saying we have to be official or anything.” Whatever that meant. “I wouldn’t be against it, but I don’t want to push too fast. All I want is for us to try it out. Maybe we could go to the Festival together. If it grows from there, great! If not, at least we can say we tried. It doesn’t have to be anything more than what we’re doing today.”

Lilly’s mind started pointing out how they were basically on a date. _He bought me lunch, then we went for a stroll in the park…_ She noticed a few couples spread out around the park all of the sudden. Picnicking. Lounging in the sun. Walking hand in hand. Ki–

She tore her eyes away from the last couple, hoping Smit didn’t notice.

“What about the team?” she asked, still a little unsure how she felt at the moment. “How’s it gonna look if I run off on Honey to be with you. We just started sorting things out, after all.”

“Yeah, about that…” Smit trailed off with a sheepish grin. “Honey and I _may_ have talked while you were gone.”

“You talked to my partner about dating me?” she asked incredulously.

“Actually, she’s the one that cornered me,” Smit laughed. “She’s fine with it. If anything, I think she wants us to date almost as much as I do. Same with Randi.”

If Lilly hadn’t been embarrassed before, she sure was now. _Those two have been pushing for this, huh?_ They mentioned it to her from time to time, but she didn’t think they’d gone after him, too. Looking back, she should’ve known. _Stupid, meddlesome teammates._

“But what if it _doesn’t_ work out?” Ever the pessimist, Lilly couldn’t help but bring up the negative side. “What if we start dating and then have a big breakup? It would rip the team apart.” Lilly had seen it time and time again at Signal. A couple would split, and the friends were stuck picking sides. Long-time friendships torn asunder because mutual friends stopped dating. She wasn’t sure how that would work out, seeing as they’d still be on the same team, but she wasn’t eager to find out.

“Trust me, I know. That’s part of the reason I never said anything.” Meaning he’d been interested for a while now. “I’ll admit, it’s a big risk, but all relationships are risk. Love is even worse. People talk about ‘falling in love’ like it just happens. They’re wrong. Those that fall in love can fall out just as easily. Real love isn’t a feeling…it’s a choice. A choice to risk everything. It’s like...like jumping off a cliff, hoping the person on the other side will reach out and catch you. When it works, it’s the most amazing feeling on Remnant. When it fails…well, it’s kinda messy.”

Lilly wanted to laugh at his analogy, but the meaning behind it demanded seriousness. Lilly never really liked all those stupid romance movies that showed some unrealistic love story. Sure, people could develop feelings at the same time and everything would work out perfectly, but that was rare. The only good love stories she knew of tried to be a little more realistic. Love was struggle. Love was work. To think of it as any less was to rob it of its importance. She’d never heard the cliff analogy before, but it was close enough. She wasn’t inclined to jump right now, but would she catch Smit if he did?

“I’m not about to blindly take that leap, but I’ll admit to peeking over the ledge. Frankly, I’m terrified of the drop. The last thing I want is to hurt the team…to hurt you.” Lilly felt a chill run down her spine at those words. “But I’m not content to just watch you from across the ravine, either. So here it is. I like you Lilly. A lot. You’re a good friend and a great leader. You’re funny, super smart, and have a drive that puts me to shame. On top of all that, you’re absolutely gorgeous.” His free hand reached up and brushed against her cheek on its way to tuck a loose strand of hair behind her ear. “I don’t deserve you. Heck, I doubt anyone ever could. But I want to try.”

He finally stopped, waiting anxiously for her response. The smile on his face clashed with the panic in his eyes as she struggled to think of what to say. _Holy crap! What was all that? Where’s the bumbling idiot I’ve come to know? This would be so much easier if he was stumbling over himself._ Instead of the easy joking he was known for, Smit’s seriousness demanded likewise from her. He needed an answer, and she knew it would either elate or devastate him in an instant. She held all the cards, suddenly, but for the life of her, she didn’t know which one to play.

 _Am I really ready for something like this? I mean, Smit’s a great guy and all. Sure, he’s got problems – who doesn’t? – but is this really what I want?_ She didn’t love him – not like that, at least – but could she? She always said she wanted him to be happy. She told Yang as much during the dance, which seemed like ages ago given everything that happened in the last week or so. The difference was, now his happiness relied on her. It was easy to ask someone else to do that. Bearing the burden yourself wasn’t as simple.

Then again, he wasn’t asking for that much. They already hung out a lot, so spending time with him wasn’t an issue. It wasn’t like he was asking for her hand in marriage, just an opportunity to impress her. He’d clearly thought through how it would affect everyone and was willing to take it slow, just to be safe. Was there any harm in letting him try? And what if it _was_ meant to be? Didn’t she owe it to both of them to find out?

“So…” she tried, only managing a croak. Lilly hadn’t realized how dry her throat was, gulping to loosen it a little so she could try again. If Smit had been nervous before, seeing her finally respond had him on the edge of his seat. “You really like me that much?”

“Duh!” he blurted, laughing to mask his nerves. “I mean, how could I not? You’re perfect–”

“No one’s perfect.”

“Fine, perfect for me,” he recovered, making her blush even more. She wished he’d stop saying things like that, but couldn’t help but enjoy the warmth that welled inside her. “Point is, I can’t imagine myself without you.”

If this were some sappy movie, that would have been her cue to tell him he didn’t have to and pull him in for a scorching kiss, the camera panning out as the soft background music reached its crescendo. While Smit might have enjoyed that, Lilly wasn’t about to become some love-struck schoolgirl. Her approach was far more cautious.

“I can’t promise anything,” she began, watching his face light up at such a simple statement. He seemed to know what came next. With a sigh – one of relief from her inner struggle rather than resentment of her decision – she sealed her own fate. “But I’m willing to give you a chance.” In his excitement, he leaned forward to hug her, but she stopped him with the hand he had been holding for what seemed like forever. She refused to acknowledge how empty it felt now. “There are some ground rules, though. We’re only trying things out, so don’t think we’re gonna go running off to make-out or anything.”

Smit pulled back a little in embarrassment, chuckling at his own expense. “Of course,” he agreed, even if Lilly was pretty sure he wouldn’t turn it down, either. “I’ll try not to push.”

“It’s fine,” Lilly said, dropping her hand but keeping an eye on him. “I don’t expect you to stand five feet away at all times or anything ridiculous. And trust me, I’ll let you know if you cross a line.” She was a Huntress, after all, not some weak maiden. If push came to shove, she’d beat the crap out of him. If that didn’t work, she had her team. Yang would probably end him if Randi didn’t just mount his head on her spear as a warning to others. “I’m not ready for any touchy-feely stuff, but I’m not saying I won’t be someday. Just…give me time. If things work out, we’ll see where we go from there.”

It wasn’t much, but it was the best she could give him. They weren’t about to go skipping hand in hand through the Beacon gardens or anything. She could admit to wanting to enjoy some of the physical aspects of a relationship, but there were limits. He’d have to earn the right to such.

“That’s fair. I guess I just got a little excited. I’ve been thinking about this for a while now.”

Lilly felt a little guilty as he stood up, keeping a solid two feet from her out of respect as his eyes drifted to the side. It was clear he had hoped for more, especially since he would see this as the beginning of their relationship. Something like that deserved to be special.

_Just this once._

Smit stiffened as she wrapped her arms around him in a light hug. She had to wonder what the big deal was. _Not like I haven’t hugged someone before._ In fact, she’d given him a quick hug less than two hours ago when he told her about his mom’s recent improvement. She couldn’t say it had been anything special. This didn’t feel any different.

That was, until he finally relaxed.

Slowly, his strong arms encircled her, pulling her closer. His arms held firm, but not enough that she couldn’t break free if she wanted. Strangely, she felt both comforted and protected in that simple action. It felt…safe. Without thinking, her arms tightened around him a little more. She nearly melted as one of his hands gently rubbed her upper back. She could feel his face press against her hair and heard a deep sniff as he breathed her in.

They stood like that for several seconds before she finally came to her senses and leaned back. For a moment, it felt like Smit wanted to pull her back to him, but he reluctantly released her. The goofy smile he wore made her cheeks heat up a little.

“Don’t expect that to be a regular thing,” she insisted, ignoring the whine of protest her mind let out. _That was…really nice,_ she had to admit. The heady mixture of excitement and calm that it brought had her longing for more, but that way lay madness.

“Y-yeah,” he stammered, awkwardly standing near her as he seemed unsure of what to do next. Despite all his talk of being a ladies man, he seemed as new to this as she was. _So, he’s all talk after all._ Normally, she would have poked fun at him for it, but right now it was kinda cute. She also felt a thrill at the realization that this wasn’t something he had experience with. It was silly to be jealous of his imaginary exes, but who cared? Knowing she was the first girl he’d ever pursued a serious relationship with proved just how special she was to him. In a way, it was a huge compliment.

“Alright, c’mon. We should get back to the school.” Lilly resisted the urge to lead him by the hand, knowing that to do so would ensure she never got her hand back. She probably wouldn’t mind that as much as she thought, but after insisting they take it slow, she wasn’t about to surrender so easily. “Not sure what we’ll tell the rest of the team.”

“I’m…pretty sure Randi already knows.” Which meant Honey knew as well.

“Why’s that?”

“Have you met her?” Smit asked, as if it should be obvious. Honestly, it should’ve been. “That girl’s crazy perceptive. Hard to get anything past her. I’m still not convinced she can’t read our minds or something.”

Lilly had to laugh at that idea, mainly because that was the team’s original guess on their faunus teammate’s Semblance. There was no denying she seemed to know way more than she should.

“Plus, I may have asked her for help…”

 _Randi did seem quick to make an excuse for her and Honey earlier._ Thinking back, she vaguely remembered Randi winking at Smit on the way out, but that might have just been her mind playing tricks on her. She couldn’t really bring herself to be mad at the sneaky tactic. If anything, it was a little sweet how willing their teammate was to help out.

_Still have to make her pay for all that meddling, though. Honey too._

“Idiot,” Lilly laughed, punching him lightly on the arm. Even after their big conversation, she was glad they could still joke around. Not much had changed, even if everything was changing. Lilly walked a little closer, just far enough away that their arms didn’t quite touch. “Guess we’re in for a lot of teasing when we get back. You’re _really_ gonna have to work to impress me after this.”

“Don’t worry. I plan to.”


	30. Tournament Teams

“As I am sure you are all aware, the Vytal Festival Tournament will begin one week from today.”

The students’ reactions to Miss Goodwitch’s announcement were varied. Some cheered. Others bounced nervously in their seats. Most simply nodded along, eager to get to the end of class and the looming announcement of who had been selected.

Unlike the last few weeks, the classroom contained only Beacon students today. Second-years had claimed most of the back rows before their younger counterparts arrived, filling in the lower seats. The upper-years had apparently met with Goodwitch already. Lilly and her team managed to snag a section near the center aisle, with JNPR filling in across the divide. RWBY was stuck in the front row off to the left.

“Eight teams will go on to represent Beacon against the other three academies.” Miss Goodwitch paced slowly as she addressed the anxious crowd. “But understand, that does not make you allies. Some of you may face one another along the way. You may even encounter friends from the other schools in the Tournament. Once you step foot inside the arena, you are competitors and nothing more. Failure to remember that will undoubtedly lead to your elimination.

“Now that we have that out of the way, there are a few details that I must remind you of. I will try to keep this brief, as you no doubt are curious as to who among you has qualified for this year’s Tournament.”

Lilly tried to pay attention as Miss Goodwitch rattled off specifics on brackets, elimination rules, and more, but with the material being so familiar and the anticipation of the coming announcement, she couldn’t help the other thoughts that soon claimed her focus. Chief among them was her newfound relationship with Smit.

Nothing had happened yet, of course, but her team seemed convinced the two were looking for a chapel already. They’d returned to the room yesterday afternoon to find the other half of their team eagerly awaiting their arrival. Even without Smit’s warning that Randi knew, it was pretty obvious they both were aware that Smit had finally asked. What they didn’t know was how Lilly would respond…and there was no way Lilly would pass up such a golden opportunity.

On the bullhead ride back, Lilly filled Smit in on her little plan for revenge against the meddlesome duo. By the time the door to their room opened, their act was in full swing. Lilly stormed in alone, mumbled something about idiotic teammates, shoved a bag of dust vials into Honey’s hands, and claimed the bathroom. The slam of the door made it clear they were not to follow. Smit trudged in a few minutes later, utterly devastated, before flinging himself onto his bed with labored breath. Honey had rushed to his side, telling him it would be okay, while Randi listened in at the bathroom door to check on Lilly. Whatever she’d heard had her backing away to join Honey in consoling Smit.

The charade lasted only as long as Smit kept his face down. The moment he looked up to bemoan his eternal bachelordom, Randi saw through his façade and delivered a brutal punch to his arm. Of course, Honey freaked out, not realizing they’d been had, until Lilly emerged from her solitude laughing at them. Smit had to bear the brunt from Honey’s outrage for that, especially when the two caught sight of the scroll recording the whole thing. Lilly admitted what had really happened, but made sure to chastise her teammates for getting so involved.

Unfortunately, the end of their little stunt marked the beginning of the teasing. Honey wanted every detail, of course, while Randi never missed an opportunity to snidely mention how long it took the two. Lilly did her best to emphasize how they were merely trying things out, but to no avail. The last straw was Randi telling Honey they should leave for a bit to let the two lovebirds get more comfortable, then asking that they simply clean up afterwards. The implications had both Lilly and Smit turning bright red, much to Randi’s amusement.

The teasing hadn’t stopped the next morning, not that Smit’s behavior helped much. She could feel his eyes watching her constantly. It was bad enough noticing the little glances before, but waking up to see him in the next bed, watching her sleep with that goofy smile, really felt uncomfortable. She’d pulled him into the bathroom to have a quick talk about boundaries, only to find a sock on the doorknob when they emerged. Randi would pay dearly someday, or so Lilly vowed.

Breakfast had revealed another issue, but one more embarrassing than aggravating. Smit sitting beside her was nothing new, but the way he sat on the edge of his seat to be closer to her was. Even now, in class, there was almost no space between them. His leg had bumped against hers every now and then, becoming a more frequent occurrence as she largely ignored it. Eventually, it reached the point where they were in constant contact, a situation that had him smiling again while she could only roll her eyes. Honestly, it was pretty pathetic, but she’d given up on fighting it already. If something so stupid thrilled him so much, then she’d allow it, if only because she felt she had to give him _something_. If he tried for much more, though, he’d quickly find that privilege revoked as well. Lucky for him, the simple action seemed enough for now.

“Remember, students, these fights are not like a typical spar.” Lilly ignored how Smit leaned a little to the side, stopping just close enough for their arms hairs to reach one another and claim a new level of patheticness. “The first round is often more about teamwork than individual skill. You will need to work together if you hope to progress to the next round.”

Lilly could recall watching fights in past Tournaments where a crowd favorite was eliminated in the first round by a weaker team with a better strategy. Sure, some teams could get through on brute strength, but having at least a basic game plan made things a lot easier. On the off chance they were selected, Lilly already had several ideas for her team, each one tailored to different types of opponents. If they weren’t selected, she planned to help JNPR and RWBY prepare instead, assuming they got in.

“Now, as for the selection process…” Miss Goodwitch patiently rode out the sudden burst of excited chatter. Normally, she’d have silenced them in an instant, but she knew they’d quiet down once they realized she wouldn’t proceed. “That’s better. The faculty has spent many weeks carefully reviewing the potential teams, so I think it only fair you understand exactly what was considered. Please try to understand that there were many of you we would have liked to nominate, but only a select few may represent Beacon this year.

“As I mentioned before, each school must select half of their teams from the younger years, so you needn’t worry about all the spots being filled by your older peers.” That elicited more of a response, as they all suddenly perked up, excitedly chattering as their hopes were raised. Lilly didn’t know many of the older teams, but she had to assume they’d be stronger thanks to the extra training they received.

The murmurs from across the room died down once they realized Miss Goodwitch wouldn’t announce the teams until they did.

“Good. Now that you understand the guidelines, I will reveal the selected teams. We would have announced this sooner, but we didn’t want to distract you from your missions last week. Additionally, your performance there was taken into account.” Miss Goodwitch adjusted her glasses before continuing. “Understand, you are not to discuss these selections until after the formal announcement on Wednesday. Anyone caught leaking this information will answer to me directly.”

The expression on Goodwitch’s face made it clear such would not be an enjoyable experience. It was a lot to ask a bunch of teenagers to sit on such important information, but it was only for a couple of days. Lilly could recall speaking with Dew at the start of the semester. She’d said they hadn’t been told yet either. It was likely the other schools would be having similar meetings right now, but no one wanted to give away such valuable information, since it would give the other teams more time to prepare. She was sure there’d be plenty of people digging for information on each team as soon as the announcement was made in two days.

“Now then, we have selected three of the four teams already.” Murmurs broke out but soon died down as Miss Goodwitch pushed on. “The remaining slot has been narrowed down to two teams, both of whom will meet with me after class to discuss further.” Goodwitch took a moment to glance at her tablet before taking a deep breath. “The first team chosen from the lower years to represent Beacon will be Team Coffee.”

Lilly could remember meeting the team at the Breach and looked around for them. Finding them was pretty easy, given the pair of bunny ears that shot up and bounced excitedly, Velvet being too excited to stay in her seat. Coco, their leader, smirked as she reached over to the giant beside her for a fist-bump, but Yatshuhashi merely nodded along and ignored her. Lilly couldn’t quite see their last member, Fox, but she was sure he was just as excited as the rest of the team.

“Before we proceed, the remaining three slots have all been given to first-year teams.” Goodwitch no doubt expected the chorus of complaints from the remaining second-year students. “Silence!” she roared, cracking her riding crop against her side for emphasis. “I would like to get through this quickly, as there is much work to do for the coming Tournament. Any further outbursts will result in a swift detention. Understood?”

No one dared answer.

“Several of the teams considered were disqualified due to either injury or insufficient grades. While the Tournament is a test of skill, if you cannot be trusted to take our academics seriously, then you will not be trusted to represent us either.” A few of the complaining second-years hung their heads at the statement, with one or two even glaring at nearby teammates. No doubt, they decided that one of their members had cost them a chance. “From the first-year students, we have selected Team Juniper.”

Nora’s cheer echoed around the room as she excitedly drew Ren in for a celebratory hug. Anyone else would have likely been crushed, but the quiet boy clearly expected such and had his aura up and ready in time, silently enduring his partner’s enthusiasm. Jaune stared absentmindedly at Goodwitch in shock as Pyrrha tried to high-five him, missing the opportunity Nora had seized with her own interest. Jaune managed to bring a hand up, but was knocked into the aisle as Pyrrha made contact.

The laughter across the room cut out as Goodwitch announced the next team. “Next, we have Team Ruby.”

“Booyah!” Yang cheered, pumping a fist in the air as her sister clung to her side in excitement. Weiss rolled her eyes at the overt display, but there was no denying the satisfied smile that spread across her face. Blake seemed content just to sit back and watch the two sisters celebrate for them.

That left only one spot open, with two teams being considered. Lilly couldn’t help the way her knee bounced, nervous energy needing some sort of outlet as her hopes rose. _It has to be another first-year team._ With RWBY and JNPR already out of the way, that didn’t leave many of their classmates to worry about. Some of the teams – such as CYAN, CHLK, and BLZE – weren’t even bothering to listen at this point, knowing they were too low in the class rankings to have a shot. Lilly felt confident that her team could beat most of the remaining candidates, but there was still–

“Team Cardinal.”

The group of armored boys jumped up, slapping each other’s hands and chest bumping, even if they still had another team to compete with. They may have been arrogant bullies at the start of the year, but things had gotten better after the trip to Forever Fall. They were still jerks for a while, but after seeing Jaune stand up to them, they found more of their victims suddenly willing to oppose them for the first time. At the same time, they’d become one of the better teams in Combat Class, their combat styles easily meshing to form a cohesive unit that was not to be taken lightly. They’d eventually gotten over the idea of picking on others as the year went on, even making friends with a few, like Smit.

Rumor had it much of their change came from Cardin becoming interested in a girl in their class. His team tended to follow his lead, meaning as he stopped being interested in tormenting their classmates, they did as well. Lilly had to assume the rumors were true. _Dad always said a good woman worked wonders for a man._

Lilly leaned forward in anticipation, knowing the next words Goodwitch uttered would either make or break the entire Tournament for them. Sure, Lilly was excited for her friends, but that didn’t mean she didn’t want her own chance. The announcement that most of the teams would be first-years had been enough to raise her hopes. Everything came down to Miss Goodwitch’s next three words.

“And Team Laser.”

“Oh yeah!” Smit shouted, leaping from his seat and turning to Lilly, likely hoping to follow Nora’s lead. Lilly knew better than to fall for that, though, and instead shoved him playfully. Honey bounced energetically in her seat, looking to Lilly with a smile fit to split her face in two. In typical Randi fashion, however, their faunus teammate remained stoic, the hint of a pleased smile being the only reaction noticeable. Doubtless, her mind was already focusing on the coming fights.

“I will ask that both teams remain behind to speak with me once you are all dismissed. It will only take a minute,” she assured them. “As for the rest of you, please remember to keep this information quiet. Revealing any of the teams selected would only serve to aid the other academies at the expense of your own. That being said, enjoy the rest of your day. Class dismissed.”

A disappointed herd wasted little time departing, some grumbling about being passed over. Teams CFVY and JNPR kept quiet as they followed the crowd in an effort to avoid rubbing in their good fortune. Yang was less conscientious of her classmates’ plight, earning more than a few glares and curses as she cheered their luck. Soon, however, the room was silent, save for the padding of eight feet descending to a waiting Goodwitch.

“Thank you all for staying,” Miss Goodwitch needlessly began. _As if we were gonna pass up on the chance of a lifetime._ “As I mentioned, both teams have been considered for the final slot in the Tournament, but our committee failed to reach a consensus. As head of the committee, it falls to me to make the final decision.”

In the end, the choice boiled down to one person. Lilly couldn’t think of a fairer judge, but she knew that would mean little to whichever team didn’t make it. It would’ve been bad enough to miss out entirely. To come so close, only to miss it by a single spot, would be devastating. Lilly had to imagine Goodwitch already had time to consider them both, though, so that left the question of why she hadn’t just told them yet.

“Understand, all of you have performed admirably this year, both in and out of the classroom. Unfortunately, only one of your teams will be selected. Before we proceed, would either of you like to withdraw from consideration?”

Lilly’s refusal was drowned out by the entirety of Team CRDL voicing their desire to compete. Miss Goodwitch didn’t seem at all surprised that neither took the offer. They hadn’t come so far to just surrender at the last moment, after all.

“Very well,” Miss Goodwitch nodded. “I had to ask. In that case, I believe I have a fair method to resolve the tie.” She quickly typed something into her tablet. “Tomorrow at two, both of you will report to this room for a team spar, which will follow Tournament rules.” In other words, ring-outs would be allowed, while dropping below fifteen percent aura would mean immediate elimination. “Only I will be present to observe. The winner will be given the final seat in the Tournament.”

It seemed like a rather obvious solution. They were trying to determine which team would be best for the Tournament, so what better way than a Tournament-style match between the two? Neither of them could complain about an unfair process, either, since they themselves would be the determining factor. Lilly felt pretty confident they could win, but that was no reason to underestimate CRDL. Already, she could see the wheels turning in their leader’s head.

“Are there any questions?”

“Why tomorrow?” Cardin quickly piped up. “We’re all here now. Why not just get it over with? We’re ready if they are.”

“Holding it tomorrow allows both teams to rest and prepare,” Miss Goodwitch explained patiently. “Additionally, as with the Tournament itself, you will have time to prepare specific strategies prior to combat. This way, we ensure that both teams have the best chance possible. It would be unfair to limit either of you in any way. Anything else?”

“No, ma’am,” Cardin responded. Lilly nodded in agreement, eager to get to work preparing for tomorrow.

“Very well. I will see you all tomorrow at two, then. We will start as soon as both teams are present, so please come prepared. Failure to do so will result in forfeiture.” Miss Goodwitch hesitated for a moment, then sighed and added, “Any attempt to sabotage the other team or prevent their arrival will be grounds for disqualification, followed by a lengthy detention with me.”

_Well, there goes that idea…_

In a show of good sportsmanship, Lilly turned to the taller leader of CRDL and held out her hand. “Good luck tomorrow. May the best team win.”

“We plan to,” Cardin shot back, giving her hand a single, forceful pump before turning to leave. Had this been last semester, she was sure he would’ve tried to crush her hand in a pathetic display of machoism. Instead, she was pleasantly surprised by his response. Even his tone spoke more of a joke than an arrogant threat. If anything, she could imagine the same coming from Yang. _Maybe he really has improved,_ she pondered. Lilly waited for the all-male team to disappear before she led her own team out.

“So, what’s the plan, boss?” Smit asked, eagerness clearly evident.

“First? Lunch.” Lilly’s stomach rumbled in emphasis. “After that, we’ve got work to do.”

/- - - - - - - - - -/

It was a little early for lunch, but with nothing else to do today, the cafeteria already hummed with activity. Despite the throng of students, however, several tables still stood open, as most teams seemed happier to take a to-go lunch rather than cram into the limited room. On their way in, Cardin and his crew passed by with their food. Cardin gave them no more than a confident smirk as they slipped by one another, although Lilly didn’t miss how Russell fist bumped Smit at the last moment.

The line moved quickly, the kitchen staff showing an unusual excitement as they darted around. With the Festival kicking off today, they’d likely have a much lighter workload. Lilly planned to eat at the various food stalls for most of her meals, and she had to assume others planned the same. It wasn’t every day they got to sample cuisine from across Remnant, after all.

“Over here!” Nora’s voice rang out over the buzz of conversation around the room. Finding the source of the booming summons proved simple, given how Nora was stood fully on the table, waving like a maniac to get their attention. As ridiculous as the scene was, Lilly just rolled her eyes and guided her team towards the open seats next to Team JNPR.

“Hey, Nora,” Lilly greeted, nodding to the bombastic girl’s team as she sat down next to Pyrrha. RWBY had claimed the seats on the other side of JNPR. “Congrats on getting into the Tournament. You guys excited?”

“ _Are_ we?” Nora shouted incredulously, despite being only a few feet away. “Duh. We’re gonna crush the competition! No one will stand a chance against the might of the Valkyries!”

“Nora, for the last time, we already have a name.” Ren bore his partner’s overenthusiasm with his usual patience, shrugging in a what-are-you-gonna-do manner. “Thank you, Lilly. It is an honor to represent Beacon.”

“As if they weren’t gonna have you guys in it,” Smit joked, looking to Pyrrha. Considering they had a four-time champion fighter on their team, it would’ve been absurd not to let her compete.

Even Jaune recognized whose coattails he rode. “Honestly, with Pyrrha on our team, I would’ve been surprised if they _hadn’t_ picked us. I mean, no offense to everyone, but you’ve seen her fight. People were already betting on us weeks ago.”

“It was a _team_ effort,” Pyrrha protested, blushing nervously. Whether that was from embarrassment at being singled out so much or Jaune’s praise, Lilly couldn’t be sure. _Probably a little of both._ “Besides, if that were the case, your team would have been next in line. Randi and I spar together for a reason, after all.”

Everyone turned to the faunus of Team LHSR, who merely shrugged in response and continued eating. _She’s right,_ Lilly was forced to admit. _Randi’s easily second in our class, and she’s been closing the gap on Pyrrha, from what I hear._ If the selection was based off the potential in the finals, their team should have edged out RWBY. _Yang’s strong, but it really is no comparison._

The two had sparred once near the start of the year. The whole thing had been comical to watch – Yang rushing around trying to find an opening, while Randi merely waited in the center, keeping _Verteidigen_ between the two. Yang struggled to get anything past Randi’s shield, while the longer range of _Angriff_ kept the brawler at a serious disadvantage.

Even ignoring RWBY, there was no way anyone on CRDL could compete with their stalwart faunus. Cardin was strong, but so was Randi. Add in the superior training and skill she wielded, and such a fight wouldn’t even be worth the time. Clearly the selection was more focused on the entire team, which painted a sad picture. Given Randi’s standing in the class, the fact that their average wasn’t even enough to edge out CRDL didn’t speak well of the other three.

Lilly doubted it was purely individual skill that held them back. Sure, Honey struggled in one-on-one fights, but Smit was pretty strong and Lilly excelled in technical fighting. Their combat records in class were a little low, but that was because they were always getting matched up with the top fighters in class. On the rare occasion one of them fought one of their lesser-known classmates, Team LHSR tended to crush the competition. They’d be almost undefeated if it wasn’t for the two teams sitting with them. _So what’s holding us back?_

The only thing that she could think of had to be teamwork. She’d never really thought about it, but they were more an assortment of individual fighters than a team. _Honey’s about the only one who really works with anyone._ Her partner often hung back to support, controlling the flow of battle through her dust manipulation. Lilly, Smit, and Randi, on the other hand, tended to do their own thing. It largely made sense on their way to the Breach. The press of the Grimm and need to block off the street as they proceeded necessitated spreading out. But what about the warehouse? Smit charged in blindly. Lilly chose another spot away from him. Randi pole-vaulted her way to the opposite side. Yet again, Honey was the only one thinking of teamwork, coming to Lilly’s aid until she rushed off alone again. Seeing as how CRDL was known for their excellent teamwork, the discretion should have been more obvious.

Pyrrha wasn’t wrong, per se. Sure, she could probably enter the Tournament solo and still make it to the championship, but her team worked well together. Nora and Ren might as well be of the same mind, while Jaune, despite his relative lack of skill, communicated constantly and kept them working together. Whether Jaune was driven by intellect or his constant fear of inadequacy, it translated into cautious tactics that often thwarted opponents’ attempts to lure them into traps. In turn, his team’s desire to keep him safe meant it was nearly impossible to divide and conquer. In an odd way, Jaune’s weakness proved to be a team strength.

RWBY was even better when it came to teamwork. Each of them was strong in their own right, but she’d heard how they’d fought against Torchwick and the Paladin. Ruby had code words for team attacks, combining strengths in unique ways to maximize their potential. Weiss and Yang created cover. Ruby used Weiss’s glyphs to enhance her shots. Blake added her speed to Yang to increase her power. Such simple ideas, yet they could be devastating if done right. _No wonder they got picked ahead of us._

 _So three of us struggle as a team, while the last struggles on her own._ They could fight well together, but there was never any real plan or communication. Mostly, they just relied on Honey’s support and Randi rushing in to fix things when needed. They didn’t have to fight as a cluster to be a team, but a little coordination would go a long way. _I claim to be some great strategist, but I never really do anything with my plans._ That would have to change if they hoped to win tomorrow.

“Well, whatever the reason, you guys definitely deserve it. You too, Ruby.” Ruby fidgeted under the simple praise from Lilly, slowly swinging side to side in her seat while sputtering some sort of thanks.

“How about you?” Jaune asked after downing his drink. “Did Miss Goodwitch say how they’d decide between you and Cardinal?”

“We have to fight them tomorrow for the spot,” Smit answered, leaning forward to address the question. Coincidentally – _or not_ – the move had him leaning against her side. Thankfully, it only lasted a moment, as he sat back once Jaune nodded in understanding. _This is my life now,_ Lilly thought, rolling her eyes at her teammate’s pathetic advances. Part of her wondered if she could get him to fight harder tomorrow if she promised a hug or something. The mental image of Yang suggesting a kiss made her want to put a fist through her friend’s face, even if it was for an imaginary transgression.

“Think you can take them?” Ruby asked.

Five minutes ago, Lilly would’ve brushed off the notion of them even being challenged by a team like CRDL, but her realization of their team weakness had her worried. _Gonna have to do something about that._ Of course, she couldn’t let her team have the same doubts. Putting on a confident face, Lilly answered, “Don’t worry. You’ll see us in the Tournament. No way we let Pyrrha go unchallenged.” The joke brought a slight chuckle from the red-head as she nodded respectfully to Randi. “Still, we’re gonna practice this afternoon to get ready. I’ve got a few ideas I wanna try out. Figure we’ll get that out of the way and keep the evening free so everyone can rest and relax.”

The idea seemed especially popular with her team, who all seemed energized by the thought of a break rather than spending the next ten hours sparring. Lilly didn’t want to burn them out right before a fight, though, and the boost to morale would probably serve them better than a few extra hours of practice anyways. It would also give Lilly a chance to work on some team strategies.

“That sounds like a grand idea,” Pyrrha commented. “We are planning to train later tonight, but perhaps you can join us at the Festival tomorrow evening.”

“Yeah! We’ll be there.” All the PR training Pyrrha had been through as a celebrity fighter kicked in as Yang cheerfully accepted the offer, despite it being extended to LHSR. The champion’s smile barely wavered as she kept her eyes on Lilly.

“Sounds fun. You guys in?” Honey whooped in reply, while Randi only managed a thumbs-up as she continued eating quietly.

“We can celebrate our victory,” Smit claimed, proving himself in high spirits. Lilly could only hope his words proved prophetic.

“That’s not the only thing we can celebrate,” Yang replied, waggling her eyebrows in a manner that set off every red flag in Lilly’s mind. “Sooo…when did the two of you finally hit it off?”

The trio of teams fell silent as all eyes turned to the couple in question. Smit’s goofy grin returned in full force, but died a quick death as Lilly’s infamous glare – long dormant since reconciling with Yang – locked onto him.

_Dang it, Smit!_

“You _told_ them?” Lilly demanded. It was inevitable her team would find out, especially with Randi helping Smit get her alone yesterday, but she really hadn’t wanted to publicize it yet. _I told him we’d try it out, not that we were officially dating or anything! Stupid…idiotic…moron! This is exactly what I was trying to avoid._ Yang’s teasing would be merciless, which was the last thing she needed if she were to give Smit a fair chance. Being annoyed constantly didn’t bode well for a relationship.

“What? No, I–”

“Actually, you just did,” Yang interrupted, a mischievous grin aimed at Lilly. Lilly wanted to scream at the evil blonde, but found herself only able to curse one person at the moment.

_Dang it, Lilly!_

“I mean, it was pretty obvious. Doofus hasn’t been able to wipe the grin off his face all morning. Pretty much clung to you the entire time, too.” Lilly returned to staring down her newfound attachment, who finally found reason to back away from her. “Oh, calm down, Lilly. We’re all happy for you.” A muted chorus of agreement and nods, accompanied by smiles all around, proved her point. “Kinda kept us all waiting, though. I want the story.”

“He asked while we–”

“Not from you,” Yang interrupted, looking past her to Smit. “I want _his_ version.”

Lilly wanted to scream as she was forced to sit through her teammate’s retelling of the event. _Why so much detail? Who cares what the park looked like? He asked. I agreed. End of story._ Idly, she realized why Yang wanted Smit to tell it.

“Well, first of all, congratulations lovebirds.” Lilly wanted to gag at Yang’s summation of their relationship status. “Secondly, I win!”

“And I was so close, too,” Weiss grumbled. Ruby did her best to console her downtrodden partner as Lilly stared blankly at Yang.

“Won what?” she demanded.

“The bet, of course. Yesterday afternoon, just like I thought.” Lilly clenched her fists at the memory of the betting on Jaune and Pyrrha. “I’ll take my winnings when we get back to the room, Weiss-cream.”

“I really wanted to go weapon shopping,” Ruby half-heartedly complained.

“Forget that,” Blake insisted. “The new Ninjas of Love releases tonight.”

“Relax, girls,” Yang said, cutting off the whining. “Dinner’s on me tonight. Ruby, you don’t need any more upgrades right now. As for you Blake, we all know you preordered your little porno weeks ago.”

Blake growled – like, literally growled – as she tried to rebuff the slander against her beloved novels.

“Oh, Randi, you want me to drop off your share tonight or just collect it tomorrow?”

“Tomorrow will be fine,” Randi calmly answered, ignoring the way Lilly’s glare kept shooting between her and Yang.

“What do you mean Randi’s share?”

“Yeah,” Ruby joined in earning a few points in Lilly’s mind before immediately ruining it. “I thought she was listed for tomorrow.”

“Heh, she was. Changed her bet two days ago.”

 _Oh she did, did she?_ “Did she happen to mention she had inside information from Smit?” Lilly asked, intent on ruining her teammate’s winnings. Bad enough everyone else was in on it, but her own team? Plus, with all the little comments and jokes Randi had enjoyed at her expense recently, there was no way Lilly was letting the girl earn lien off it too.

“Hey, no fair!”

“Don’t care,” Yang insisted, silencing her younger sister in the process. “No rules against insider trading. Besides, not like the rest of us weren’t working our own angles.”

Lilly stopped herself from asking what she meant as all the recent conversations came flooding back to mind. Honey insisting Smit was interested. Yang and Bianca pushing her towards giving him a chance. Randi spreading their photo around for others to rub in her face. _Devious, manipulative, little jerks. They’ll pay for messing with me. All of them._

“I hate you all,” Lilly complained, head falling into her hands as she realized everyone was conspiring against her.

“Eh, I can live with that,” Yang shrugged, unashamed at profiting off her relationship. “Besides, you don’t hate _all_ of us.” Yang not-so-subtly tilted her head towards Smit.

“I swear, I _will_ kill you, Xiao-Long.”

“Would you look at the time?” Yang asked in a comically loud voice, looking down at her bare wrist. “We should really get going. See you later, Lilly. Try not to get _too_ physical with your training…”

Yang just dodged the apple sent hurtling towards her head, even as some guy two rows over cried out in shock at being struck by the stray missile.

“We should get going, as well,” Pyrrha announced, laughing lightly at the absurd display. “I’d like to see some of the stands before the Opening Ceremony.” Soon, Team LHSR was left alone at their table, as most of the cafeteria had already cleared out during their argument. Several left when the apple went flying, likely having flashbacks of the last time a food fight broke out. That the potential opening shot came from where the main instigators from last time were sitting only made things worse.

Lilly sat silently for a minute, still fuming from the teasing. Knowing better than to wait for the inevitable explosion, Smit did his best to distract her. “What time we want to meet up for training?”

“I already reserved a training room at three,” Lilly answered, holding up her scroll. Along with the maps, schedules, and general school information that Beacon provided through their devices, students were able to request the use of training facilities or meetings with teachers. It wouldn’t do to have two teams trying to use the same training room, after all. Aside from the limited space, you didn’t want everyone else seeing your tactics and strategies, especially right before the Tournament.

“Sounds good,” Smit nodded, gathering his trash and rising from the table. Without really thinking, the other three followed suit, and they were soon on their way back to the room. As they walked, Smit asked, “What y’all got planned for the afternoon?” Lilly suspected the question was more aimed at her than the others, but chose not to point it out.

“I don’t know,” Lilly answered honestly, still planning how to spend the next few hours. “Might take a short nap or something. After that, probably look over some footage of Cardinal’s spars.”

Every Combat Class was recorded and available to view, although only team leaders from Beacon could access the files of other teams. The idea was to let them study different tactics and learn to adapt, but most of them just used it to get an advantage against their classmates. Honestly, though, studying an opponent for weaknesses could prove a valuable skill, even if they were unlikely to have as much time or information in a real fight.

Of course, they weren’t about to let the other schools see any of the footage. Lilly figured reviewing CRDL’s fights might help her pinpoint potential weaknesses for them to exploit. CRDL would likely be doing the same before the fight tomorrow.

“Good idea. You need any help studying the film?”

“Thanks, but I think I’ve got it.” While Lilly would’ve normally been happy to accept the offer of help, she doubted they’d get much done together. It wasn’t about to turn into some impromptu make out session or anything, but his little advances would eventually grate on her nerves to where she wouldn’t be able to focus. It would be one thing if he just tried to hold her hand or something, but the pathetic way he tried to bump against her was more sickening than sweet. She might have even allowed him to put an arm around her shoulder or something while they watched, but only if it meant the end of his little lovesick displays.

_Lovesick, indeed. It’s starting to make me sick, at least._

“A team leader’s work is never finished,” Lilly added, hoping to dull any blow to Smit’s hopes by suggesting it wasn’t about him at all, even if that wasn’t necessarily true. “You guys should enjoy the afternoon, though. No reason all of us should be bored.”

Smit took the soft rejection like a trooper, even if his shoulders did sag a little at first. He recovered quickly, though, and came up with an idea of his own. “I’ll have to see if Mercury wants to hang out for a bit. Might be a good way to kill a few hours.”

“You’ve sure been spending a lot of time with him, lately,” Randi pointed out as they arrived at their room.

“Yeah. Merc’s a pretty cool guy, though. Team’s a little weird. I mean, Cinder seems nice and all,” Lilly wondered if he meant her personality or _other_ aspects, “but we don’t talk that much. Em hangs out with us every now and then. The two of them are hilarious together. Merc flirts with her constantly, but I can’t tell if she genuinely hates him or if that’s just how they are. Wouldn’t surprise me if they were secretly banging or something.”

“Classy, Smit.”

“What? I’m just sayin’.” Smit held up his hands defensively. _Better not get any ideas, Smit. They’ll never find the body if you do._ “Still haven’t met their mysterious fourth member. Hoping I might catch a glimpse of her today.”

“Spying on another team, eh?” Lilly joked. “I like it. Anything else you can tell us about them?”

“Don’t know much about the others, but Merc and I sparred a few times. He has some sort of launcher on his ankles. Air dust or something, I think. Uses the blasts like Yang’s gauntlets.” In other words, they served both for power and maneuverability. Lilly logged the detail away as Smit continued. “Makes it a little hard to guess his attacks. He even launched some sort of blasts at me once, kinda like the rockets Yang uses sometimes, but more precise. Definitely something to watch out for if we face them in the Tournament.”

Lilly could admit to being a little surprised at the info Smit had gathered on his friend. _Maybe he’s not a total moron after all._ She knew he wasn’t friends with Mercury just to spy on him, but the fact he was willing to do so was reassuring.

“Speaking of the Tournament,” Honey jumped in, “what’s our plan for the doubles and singles rounds?”

“I think it’s obvious that Randi will be our finals representative,” Lilly answered easily. No one seemed particularly shocked at the conclusion. “Smit would probably be our best option in the second round. They work together really well, plus his fireballs could help compensate Randi’s lack of ranged weaponry. Besides, Randi’s a pretty defensive fighter. Would be good to have someone aggressive to balance it out.”

The conclusion seemed fairly obvious to Lilly. Smit was strongest in the areas Randi lacked. He could harass the enemy while Randi picked them apart, making it so they had to contend with both his speed or her skill. Focusing on just one would leave them open to the other. Ideally, they’d separate the two and let Smit pick off the weaker opponent while Randi kept the stronger one at bay.

“Nah, you should go,” Smit countered. “You’ve got more ranged options and you’re better at strategy. I’m liable to rush in and get tricked, but you’d see right through something like that. You’re not exactly a slouch when it comes to combat, either. You’re clearly the safer choice.”

“What?” Lilly didn’t know how to respond. She never considered herself the better combatant of the two, relying more on tactics and cunning than strength. In a one-on-one match, she doubted it would go her way. Randi would be fine on her own, but whoever else they sent had to contend with another opponent, which Smit was better suited for. _Then again, that’s assuming we fight individually._ Mentally, she kicked herself for falling back into that habit already. What if they worked together, using Randi’s defense to help them close the gap before they both struck as one? Depending on the battlefield, Randi might be able to cover a tactical retreat so her teammate could hide and set up an ambush or something. Ideas began to float into her mind, but none really required one of them over the other to work. Lilly could always pass off plans in advance, after all. Raw power might prove more valuable in the end.

“You could do it, Lilly,” her partner insisted, echoing Smit.

Lilly felt flattered by their confidence, but decided their time would be better spent focusing on the next fight. _There won’t even be a doubles round for us if we lose now._ “We can plan for that later. Right now, let’s focus on beating Cardinal and securing our spot in the Tournament.”


	31. Practice

_So much for watching any footage. Must’ve been more tired than I thought._

Lilly’s thirty-minute nap ended up lasting a full three hours. _Would’ve been longer if Honey hadn’t woken me up._ She ended up having to rush around the room to get ready, but still got to the training room fifteen minutes late, Honey following close behind. In an effort to make sure the training rooms stayed open for team practices, rather than just random individuals, only team leaders could unlock them, meaning Smit and Randi were stuck waiting on them.

“About time. Was beginnin’ to wonder if you were coming,” Smit joked as Lilly rounded the corner.

“Sorry, guys. Forgot to set an alarm and overslept.”

“Don’t worry about it,” Randi assured her leader. “Probably best you get the extra rest with everything coming up. Besides, Smit only got here three minutes ago.”

“Traitor!”

Lilly couldn’t help but smile, more at the situation than the joke. Honey and Randi kept insisting they supported her and Smit getting together, but that didn’t stop Lilly from imagining how it might affect them. Both would be losing time with their partners, especially if the relationship actually developed later. Watching Randi poke fun at Smit like always helped calm her down a bit. The indomitable faunus of their team proved her resilience yet again.

Now, if only _her_ partner was as easy to read. Whereas Randi didn’t bother to hide anything – at least, not on purpose – Honey always seemed to be holding something back. Lilly loved her partner, but her nasty habit of keeping everything hidden had already led to some pretty epic blowups. _That’s the thing about bottling up your emotions. Eventually, the bottle can’t hold any more._ Even worse, when she finally did blow, Honey’s explosions were a frightful thing to behold. Out of all of her classmates, Lilly honestly felt more intimidated by her quiet partner than anyone else. Sure, people like Yang and Pyrrha could be terrifying in the ring, but no one had ever ripped her apart so consistently as Honey had. What made it even scarier was that you didn’t always see it coming, either.

 _That’s partly my fault, though._ Sure, Honey often refused to show something bothered her until much later, but Lilly hadn’t exactly tried to check on her partner along the way. She’d just assumed that Honey was fine, only to find out later exactly how wrong she was. Maybe she couldn’t fix everything, but Lilly should at least _try_ to help. After all, even relieving a little of that pressure would be good for everyone.

 _It’s a work in progress,_ Lilly reminded herself, stealing a quick glance at Honey. As usual, her partner seemed the happiest person around, but Lilly had begun to pick up on a few tells. Honey’s shoulders were tensed a little. She slouched more often. Simple details that showed she was already struggling with something again. It never fully went away, either, which was a terrifying prospect. Even when she blew up, there must have always been something held back – something that continually ate away at Honey for the better part of a year now. It was Lilly’s goal to find out what that something was and get rid of it once and for all.

That was one of the reasons she thought Smit would be a better choice in the doubles round. Not only would he do better in direct combat, but that would give her some more time with Honey as well. Part of the plan for today was meant to start the process, even if preparing for tomorrow’s fight was the main goal.

As Lilly led her team into the training room, the lights came on automatically, bathing the miniature arena and nearby seats in a dull glow that slowly grew brighter as the bulbs warmed up. “Alright, let’s split into pairs to start. Honey and I will go first.” Smit failed to hide his disappointment at the divide, but she’d already agreed to spend time with him during the Festival. Today was about the team, or, more specifically, about her partner. “Smit and Randi will watch and help provide feedback. Afterwards, we’ll switch places. Sound good?”

“Roger that,” Smit reported back, giving a clumsy salute before following his partner over to the seating area. Randi immediately started up a quiet conversation with him, neither of them bothering to sit down as they leaned against the short railing dividing the stands from the arena. Lilly only caught a few words, but it was pretty obvious what – or rather, who – they were talking about. _Surely there’s something more interesting to talk about than me and Smit._

They might be fighting in the Vytal Tournament next week, for crying out loud!

Ignoring the other half of her team, Lilly hopped onto the slightly raised arena floor and offered a hand to Honey, pulling the shorter girl up without too much trouble. “Alright, Honey. I thought we’d work on your melee fighting today,” Lilly started, loud enough for the two idiots on the side to hear. “Cardin and Russel both focus on getting up close, so we need to make sure we’re ready for that.” Dove’s sword also had a gun, so he tended to jump between melee and ranged. Sky’s halberd, meanwhile, needed a little distance to be effective, and he tended to be a more defensive fighter anyways. “They’ll probably target you, since you’re best at mid-range.” _And the weak link_ , he mind unhelpfully added. “I’ve got a few ideas to prevent that, but we have to plan for their plans as well.”

Strategy was more than just deciding how to exploit an opponent’s weakness. One-on-one, such an approach worked well, but with three other opponents, you had to assume they’d find a way to avoid your pitfalls. Sure, charging a ranged fighter put them at a disadvantage, but any competent opponent would know and plan for that. Melee fighters tended to focus on rushing in to close the distance quickly. Leave a ranged fighter open, and a foolish opponent might charge in alone, setting up a perfect chance for an ambush.

It wasn’t enough to just have a plan. You had to plan on your enemies’ plans to be truly effective.

“Cardin hits hard, but the pure size of his weapon means you have more time to dodge, which is something you’re unnaturally good at.” Honey brightened a little at the simple praise. “I’m more worried about Russel for you, since he seems to be the quickest. If he gets to you, I’m not sure you win that fight. We’ll have to find a way to keep him busy.”

“He probably won’t fight alone,” Randi offered from the sideline. “He’s quick, but something about fighting with a partner seems to make him faster. Maybe it’s confidence from having someone support him, but I’m pretty sure it’s some sort of co-op Semblance. Seems like the closer he is to an ally, the faster he becomes.”

“A Semblance that focuses on others?” Lilly asked, chewing on the idea for a moment as she considered it. _How would it determine friend or foe? Did they have to be fighting the same target, or just on the same side?_ Semblances that depended on others weren’t unheard of, but they were still pretty rare. Regardless, Randi’s eye for detail hadn’t failed them yet, so she accepted the theory without much complaint. Besides, even if his Semblance turned out to be completely different, he still had a distinct fighting style that Randi had noticed. That would be enough. “Hm. That might actually work to our advantage if it keeps him from going after Honey solo. In that case, we’ll focus on Cardin for you. Ideally, I’d rather have you face either Dove or Sky, but better safe than sorry.” Honey and Randi had the best chance of dealing with Dove’s ranged attacks, but having Honey match up with someone that required a little spacing would probably be best. Lilly filed the idea in her mind for now, though, as she still had to decide how to focus everyone else.

“So, how are you gonna help me against Cardin?” Honey innocently asked. “Smit’s the more aggressive fighter. Shouldn’t I train against him?”

“Smit’s style matches closer to Russel thanks to their speed and extreme lack of distance,” Lilly answered without thinking, having rehearsed the ideas in her mind already. “Daggers and fists aren’t that much different to train against. My tonfa aren’t quite the same as his mace, but the concept works well enough. I’ll avoid using any ranged attacks, though, since that would be closer to Dove.”

The breakdown was pretty simple, even if it wasn’t exact. Lilly was closest to Dove’s style, given her short-range combat supplemented by ranged options. She could also somewhat mimic Cardin, even if that was a bit of a stretch. Smit and Russel both fought close up, using speed to overwhelm an opponent, while Randi’s spear made her somewhat similar to Sky. Unfortunately, Honey didn’t really compare to any of them, given her unique support style, but that was fine. Lilly could always switch partners around as needed depending on what strategies she decided to go with. For now, she wanted to see how well Honey would fare in melee.

Lilly slowly walked to her side of the mat as she continued, foregoing the usual barrier the arenas came equipped with. Lilly wasn’t going to be firing off anything, and Honey didn’t use any projectiles, so there was no need, really. “On Randi’s mark, I’m gonna charge forward. We’ll stop if I get close enough to touch you, and reset. Focus on keeping me at a distance for now, then we’ll work on the actual fighting. Even slowing their approach could make a huge difference tomorrow.” With that, Lilly turned toward her partner and braced herself. Getting frozen wasn’t her idea of a good time, but better that than her partner getting eliminated tomorrow. Even if they ended up winning, the blow to Honey’s confidence would only serve to hurt them in the Tournament. Lilly nodded to Randi.

“Ready? Begin!”

Lilly rushed straight at Honey, hoping to catch her partner off-guard. Her angry yell wasn’t the most intimidating, but she figured Cardin would do the same. Something like that could cause an opponent to panic, especially if they struggled against melee. Panic your opponent, and the fight was already half over.

Lilly could only smile as Honey responded quickly, _Singing Scourge_ twirling once before lashing forth – not at her, but at the ground in front of her. A solid wall of ice sprung up only a few feet away, leaving Lilly no choice but to smash into it. It wasn’t the best approach, but such a defense would still buy some time. Cardin would probably bust through with a swing of his mace, but that required solid footing and would slow his momentum. Lilly managed to break through by crossing her tonfa in front of her and ramming into the white wall with a victorious cry.

The shout quickly turned into a yelp as she found encountered the second half of Honey’s defense. While the tip of the whip had formed a wall, it seemed the length of it had struck the floor and formed a narrow lane of ice behind it. Lilly briefly fought for balance, but her own momentum doomed her, sending her sliding across the mat right to a waiting Honey. The bright red chord descending towards her did not bode well. Lilly braced for the impact, but wound up coming to a stop unscathed in front of her giggling partner, who’d pulled her whip back at the last second to avoid actually scoring the blow.

“Well played,” Lilly admitted, accepting Honey’s hand and rising to her feet once more. “You used the wall as a distraction so I couldn’t see what you were _really_ up to. Would’ve been a waste if I’d gone around, though.”

“I know, but you said you’d be acting like Cardin, right? Figured he’d not hesitate to charge straight through.” Honey had a good point. Cardin had proven a decent strategist at times, but his default was still smashing through obstacles, not going around them. _Guess I’m not the only one taking this seriously._ “Figured it might give me a free hit, too.”

“You definitely had me, but I think there’s another option you’re missing.” Lilly pointed down at the end of the ice path, near where Honey still stood. “You stayed in the same spot to line up your strike better, but that makes you a pin for a Cardin-sized bowling ball. Probably better to dodge to the side a little before striking. Also, if you’re close to the edge, you might be able to make him slide out of bounds. Rather than just a simple strike, you might be able to eliminate him in one blow.”

Lilly watched her partner ponder the idea for a moment. “I might be able to raise the sides a little to keep him from rolling off easily, but that will mean a narrower lane. Plus, he might be able to stop himself with a hand or his mace.” Honey brought a fist in front of her mouth as she focused on an imaginary opponent sliding by, foot tapping nervously as she tried to improve her plan. “If I strike him, it might slow him down too much, but I don’t want to miss a chance if he’s able to stop in time. Maybe…what if I go for the strike, but pull back if he tries to block? He’d have to either take the hit to stop himself, or keep sliding to avoid taking damage.” Logically, taking the hit made more sense, but in that moment of panic, he might not think straight and go for the block instead. Then again, Cardin was no pushover and might be able to do both to some degree, but it was worth a shot.

“Good! It’s always best to have multiple options ahead of time so you can adapt on the fly. Let’s try it again, but be aware that I’m not going to fall for that a second time.”

They ran through the exercise a half-dozen times, with Lilly changing her approach to account for each strategy. She managed to get through each time after the first, but rarely without either taking damage or slowing down. Honey must have been practicing her stalling tactics, knowing full well where her biggest weakness lay. As expected, she wasn’t able to fully stop an advance – doing so would require her to take out a charging opponent in seconds – but she was getting pretty good at defending and buying time. That was good, but what if someone like Cardin managed to get in close?

The next few minutes focused on dodging attacks, which Honey proved adept at. Lilly managed to land the occasional hit, but anything aimed high inevitably missed as Honey shrank beneath it. They didn’t bother spending much time on that given her skill, so that only left one drill to run through.

“You’re definitely doing better,” Lilly said, praising her smaller partner. Honey really had come a long way from the start of the year. “Randi, Smit, get ready. I’ll have you practice in a minute. First,” Lilly turned back to her partner with a vicious smile, “we’ll do a full spar. I’ll still act as Cardin, so no ranged attacks, but I’m not stopping once I close the distance. We’ll go until one of us hits thirty or gets eliminated by ring-out.”

“Bring it on,” Honey answered, showing a bit more confidence than before. Lilly returned to her original starting position and awaited the signal.

As soon as Randi called for them to start, Lilly rushed forward, angling her approach slightly this time. As expected, Honey’s whip rushed to meet her, glowing a cruel yellow this time. _Electric, huh? She held off on that one for our final fight._ It wasn’t a bad strategy for a charging opponent, given how the current could stop them in their tracks for a moment. Even if they tried to block, they might still get zapped. Lilly knew better than to waste her time, instead rolling to the side and changing her course the opposite direction.

Rather than pull her weapon back for another large strike, Honey jerked it to the side, surprising Lilly. The whip sailed towards her at waist height, leaving little chance to avoid it. She was still just far enough away that it didn’t wrap around her, thankfully, or else she’d have been in real trouble. Instead, it struck along her arm, carving a decent chunk of aura away as the current shot through her side. Lilly pushed through it as best she could, deciding the best course of action would be to take the fight directly to her at this point.

One of the main struggles of Honey’s weapon was the time required for each strike, meaning the blow left a small window of opportunity for Lilly. Honey tugged her weapon back, angling it slightly to try to catch Lilly with the recoil, but _Brevis_ was already waiting, diverting the new danger and sparing her further damage. Still recovering from that attempt, Honey had no time before Lilly would be on top of her.

Lilly nearly stumbled as Honey suddenly charged her, closing the distance faster than Lilly had planned for. Before she could think to strike at her suddenly proximate partner, Honey leapt up, planting both feet against _Tantum_ as it guarded Lilly’s chest. Lilly watched as Honey’s legs stretched, propelling her further away than should have been natural, while at the same time pushing Lilly back a step. As Honey agilely completed her backflip, _Singing Scourge_ twirled beneath her before coming in from Lilly’s side. There was no way Honey was aiming her blow given her sudden acrobatics, but the horizontal slash didn’t need to be that accurate. It was probably more to ward away her opponent, but Lilly had other plans.

Bearing through the burning pain in her leg, Lilly ran forward, accepting the damage in exchange for closing the gap further. _Said I was gonna be aggressive, didn’t I?_ Lilly loosened her grip on _Brevis_ , allowing the weapon to fall before catching the far edge near the muzzle of her concealed shotgun. Honey’s eyes widened comically as Lilly struck at her, catching the airborne girl’s knee just before she hit the mat. Honey managed to keep her feet under her, but the blow served to throw her off-balance. Given the finesse required for her weapon’s style, that brief stumble provided a prime opportunity to Lilly.

 _Tantum_ came around on Honey’s right, the small girl just managing to deflect it with the handle of her whip. _Guess that practice with Smit paid off after all._ She’d known Honey had asked Smit for some melee training, but this was her first chance to see the results. It wasn’t perfect and wouldn’t have held up against a weapon like Cardin’s mace, but progress was progress. If nothing else, it might lessen a heavy blow and spare a few points of aura, which could be the difference between victory or defeat. A bigger surprise came in the form of Honey’s left fist swinging for her head, though. Lilly managed to lean out of range, but that gave Honey time to recover and step back.

This time, _Brevis_ aimed for Honey’s shoulder, but the agile girl shrank beneath the blow and dove to the side before Lilly could correct. She’d thought the aim just low enough to overcome Honey’s Semblance, but found her partner could shrink more than anticipated. Lilly watched helplessly as Honey spun, an all-too-familiar whip twirling in a large circle before targeting Lilly once more, freezing her right leg to the mat in an instant.

 _She’s been holding back, hasn’t she?_ Honey was much further along in her training than she’d let on earlier, leaving Lilly to underestimate her partner in their fight. Strangely enough, it actually made sense. _Our opponents will likely underestimate her, too. She’s counting on that to give her the upper hand._ _Maybe we can use that…_

Such thoughts would have to wait. Lilly smashed the ice ensnaring her and charged forward yet again. She smiled a little too smugly as Honey brought her whip down towards her once more. Rather than dodge the impending strike, Lilly brought _Brevis_ up to meet it, feeling the sudden chill as her hand and weapon found themselves encased in ice. Meanwhile, _Tantum_ flipped around in her other hand, hooking itself on her partner’s ankle as she rolled past. With a startled shriek, Honey fell on her face, trying to push herself back up. Lilly recovered quicker.

“I yield,” Honey sighed, as Lilly placed a knee directly between her shoulders. With a quick chuckle, Lilly helped her partner up.

“You did well. In fact,” Lilly glanced at her scroll just to be certain, “you almost beat me in aura.” Both of them were in the yellow, though Lilly’s was probably a good ten points higher. Calling it close was generous, but she had to try. Sure, Lilly had taken a few minor hits before the spar, but her aura was also a bit larger than Honey’s. Honey would’ve had to do a lot more damage to keep up in the long run.

“Not bad at all,” Smit said as he and Randi joined them.

“Freezing a limb, especially a leg, would prove useful against a melee opponent,” Randi commented thoughtfully. “I’d recommend working on your follow-up, though. You need to get the next strike out quicker. Don’t leave time to recover.”

“Yeah, I know.” Honey sheepishly replied. “I’m still working on that.”

“I loved how you tried to deck her,” Smit laughed, acting out the off-hand swing Honey attempted earlier. “Need to step into it a little better is all. I’ll give you some pointers later.”

“That’s actually a good point,” Lilly added, ignoring the fact that her so-called boyfriend wanted to teach someone to punch her in the face. “I caught you at a disadvantage, but you went for a punch while I had your weapon pinned. Even though you missed, it still gave you a chance to get away.”

“Had to try something,” Honey grumbled.

“Anyways, you two go ahead and practice a bit,” Lilly instructed, nodding to Randi. They’d discussed some plans right after lunch, so Lilly trusted her to handle this part while she talked to Honey. Even so, it would be best to let Smit know what to expect, given how minimalist Randi could be on details sometimes. “Randi, I want you to help him deal with a longer-weaponed opponent like Sky. Ditch the shield and see if he can get past your spear. After that, I want you to work on target practice. See if he can hit the center of your shield from across the ring.”

With that, Lilly and Honey claimed the spots their teammates had occupied on the sidelines, watching as Smit tried to bypass Randi’s weapon with limited success. With Smit’s fireballs shooting around, Lilly had the barrier up before they started. It barely affected their view – the slight distortion was almost invisible until something made contact – but it did muffle the sound a little. Randi kept her spear in reverse to avoid Smit hitting the bladed end. Instead, if the blunt edge made contact with him, it counted as a failure. Given Randi’s quickness, the odds were pretty stacked against Smit. Then again, if he could manage any progress against someone like Randi, then Sky wouldn’t stand much of a chance.

Honey watched the practice in relative silence, while Lilly focused on her partner instead. She’d expected Honey to be at least somewhat excited about how well she’d done, even if Lilly had pulled out the win in the end. Instead, Honey seemed to have tensed up once more, her smile a little too fake for Lilly to believe. Others might have fallen for that act, but Lilly knew Honey’s real smile. The girl couldn’t help but beam when she was actually happy. Here, it looked like an attempt at a content grin. On anyone else – except maybe Nora – it would’ve made sense. For Honey, it meant something was wrong.

In her mind, Lilly had come up with all sorts of great ideas of what to say, only to struggle to speak now that the moment had arrived. Trying to figure out what was wrong seemed so easy, but starting the conversation proved to be a nightmare. _Too pushy, and she’ll shut me out. Too soft, and she’ll joke around and avoid the issue. Argh! Why is this so hard?_

In the end, she decided to just start talking and see where it led. An obvious subject came to mind. “You’re doing really well with your fighting. Caught me off-guard a couple times there. All you need is a little more work on your melee fighting, and I think we’re good to go.”

“Oh, uh, yeah, I guess.” Honey’s distracted answer only reinforced the notion that something was eating at her. “I’m still no good at close range. I can block a little. With my Semblance, dodging is pretty easy, but I still can’t do much damage up close.”

Honey’s signature doubt slowly began to creep back in, leaving Lilly scrambling for anything to boost her timid partner. “Your shrinking makes you really hard to hit. Thought I had you at one point, but ended up whiffing pretty hard. Left myself wide open, too. You could’ve gotten an easy hit in there.”

Lilly watched her partner shrink a little. Not literally, for once. More in how the embarrassment had her ducking a little. “Figured it was better for me to get away. I…I’m not very capable in melee.” Lilly just caught the next words that Honey mumbled to herself. “Not capable at _any_ range.”

“Hey, now, that’s not true, and you know it!”

“Yes it is!” Honey shot back, finally turning to face her. Lilly easily recognized the signs of another impending blow-up, but wasn’t sure how to head it off. “Face it, I’m the worst fighter on our team. Even our name ignores me…take me out, and nothing changes. Ends up making more sense without that stupid H anyways. Might as well be the reason people call us Team Loser.”

 _True. LSR would lend more to Laser. Wait…encouragement, you dummy!_ “No way! You’re a great fighter. Your record in Combat Class–”

“–is against lesser opponents, and still isn’t as good as yours.” Honey let out a short laugh, laced with bitterness. “Ever since my first spar with Ren, all my fights are against teams you all never get paired with. Even Jaune gets to fight Cardin sometimes. I haven’t faced off against anyone in the top half of our class since that first fight. Even then, I still lose from time to time.”

“That’s not–”

“You know I’m right,” Honey sighed, cutting off Lilly’s pointless denial. “You sugarcoat things just to cheer me up. Even now, you’re preparing me to face Cardin because you know he’ll target our weakest link – me. All of your plans focus on keeping people away from me. Randi will probably have to pick up the slack so poor little Honey doesn’t get hurt again. Bad enough everyone else overlooks me, but you guys do the same.”

“No we don’t,” Lilly insisted, even if she couldn’t find the holes in Honey’s argument at the moment. _Well, I got the issue out of her. Now what?_ “So what if you’re not as good at close range? You’re an awesome fighter further out. I’m not trying to hide you, just give you room to fight at your best. I’d never ignore you like that!”

Lilly should’ve been trying to calm things down, but she wasn’t about to let her partner belittle herself unchallenged. Sure, Honey didn’t do well alone, but she was easily the best at teamwork. The three of them had torn into the Grimm on their way to the Breach, but only because Honey kept more of them at bay so they weren’t overrun. There was more to a team than just raw power, after all.

It all sounded so good in her head, but the problem with that was that none of it was coming out yet. Lilly panicked and tried to figure out exactly what to say before Honey reached a breaking point. If her other arguments were any indication, she was rapidly approaching another blow-up. Sure, that almost always led to problems being solved, but shouting matches weren’t how partners were meant to work things out. They also tended to come with a bit of fallout, which could be a disaster with their fight tomorrow.

Before Lilly could blurt out something to defuse the situation, however, Honey suddenly calmed down, albeit with a sad smile on her face. The sudden one-eighty caught Lilly by surprise. Rather than an angry accusation, Honey flatly asked a simple question. “Do you remember unlocking your Semblance?”

“Huh?”

“Your Semblance. Things like that tend to unlock at very specific moments. Smit’s happened in the refinery fire. Nora claims she was struck by lightning. Do you remember yours?”

Lilly didn’t understand the sudden change in topic, but decided this was better than what she’d been expecting to happen. Maybe a calmer topic would give her time to form her counterarguments better. At the very least, Honey seemed more relaxed. Unnaturally so, in fact. “Oh…yeah, I guess. It was a few years back. No explosions or bolts from on high, though. Mine’s pretty boring in comparison.”

“What happened?”

“It was…” Lilly paused as a memory she hadn’t thought about in forever came back to her. “It was a few years ago. Dad was on a trip and Mom had to run into town, so I stayed home to watch Violet. Hunter hadn’t been born yet, so it was just the two of us.” Turned out that her mom was probably pregnant at the time, but it was too early for anyone to know. “I was heating up some lunch for us when I heard something glass break. Searched the rooms and found my window had been smashed. I panicked, thinking someone had broken into the house, and tried to find my sister…but she was gone. Of course, I immediately assumed she’d been kidnapped and began calling for her. Still, nothing. Ended up in Violet’s room, crying into her pillow. I…I remember wishing I could find her…to know she was safe.

“The next thing I knew, I started getting flashes of somewhere else. You know, just a few seconds and then back to normal. Kinda freaked me out, to be honest.” Lilly chuckled at the memory, but Honey remained silent and let her continue. “Eventually, I recognized our parents’ room and rushed in to figure things out. Took me a few tries to get there. Pretty hard to walk when your vision keeps switching to somewhere else, after all. Ran into the wall more than a few times. Finally got to the room and saw myself from under the bed. Turns out, Violet had been playing in my room and accidentally broke the window. She was so scared I’d be mad, that she hid under the bed and refused to answer me. I was just so happy she was okay.”

Lilly’s mind drifted off to that sweet moment, the two sisters desperately clinging to each other. Sure, they’d gotten in trouble when Mom got home and found the broken window, but considering she’d thought she’d lost her sister, being grounded wasn’t that bad. Ended up bringing the two closer together in the end. After that, it took a while for her to get a grip on her newfound Semblance, but with her parents’ help, she’d managed to gain control well before her first day at Signal.

The memory was a happy one, but felt a little out of place at the moment. Honey had brought it up so suddenly that Lilly couldn’t help but wonder if there was a reason. “Why do you ask?”

“I…I didn’t discover my Semblance until I was already in school.” Lilly assumed she meant a preparatory school like Signal, but decided not to interrupt. “That was the year Mom and Dad got divorced. I stayed with Mom during the week, since she was closer to school, but Dad got most weekends. Had to split my time up like that while the case was being disputed. Dad fought pretty hard for split custody, but it turned out he was just using me to get more out of the settlement. Finally gave in when Mom’s lawyer offered most of their belongings to him. Thankfully, he left us alone after that.”

 _What an absolute dick._ Honey had once mentioned being a bargaining chip to her father, but Lilly hadn’t fully understood at the time. _What kind of a monster would do something like that to their daughter? Might as well have been selling her for more of their stuff._ _At least her mom was willing to do whatever it took for her._ Obviously, Honey had wound up with the better parent.

“The kids at school were…less kind,” Honey continued, eyes drifting off as she recalled the details. Her attempt at a smile vanished. “Word got around that my parents had broken up. A few people tried to be nice to me for a bit, but they faded away pretty quick. The bullies, however, saw an easy target. Every day, their little gang made sure to mess with me. It started as little comments, but they got bolder when nothing happened to them. Told me I would never be a Huntress. That I wasn’t good enough…just like my mother wasn’t good enough to keep our family together.”

“They said _what_?!?” Lilly knew people could be cruel, but surely there were lines you didn’t cross. Bad enough to pick on someone for looking different or liking weird things, but to rub something like that in another’s face – especially a kid’s – was just plain evil. _What kind of sickos get a kick out of that kind of crap?_ “They’re wrong. People like that…they just want to hurt others.”

“I know,” Honey said, sparing a brief smile of gratitude for Lilly’s support before pressing on. “I told the teachers, but they couldn’t do much about it without actual proof. Instead, things got worse. They knew I’d ratted them out and went out of their way to corner me after school the next day. Trapped me in a corner so I couldn’t get away. A few others saw it, but no one wanted to get involved.” _Bystander effect,_ Lilly thought to herself. It was easy to condemn the actions of others, but few were willing to actually do anything about it. “One of them shoved me against the wall as they began threatening me. That’s when my stupid Semblance chose to appear. I shrank…just a little, but they noticed. Their laughter only made things worse. It became a sort of game to them. They did everything they could to see if I would drop another inch until I ended up squatting in the corner, unable to move. They only stopped when they spotted an adult coming. Guess someone finally told on them, but they scattered pretty quick and the principal chose to focus on me instead.

“Most people get amazing Semblances. Mine is just a reflection of my own inadequacy; a constant reminder of how pathetic I am.” Honey wiped a stray tear from her eye, even as Lilly noticed a small decrease in height again. “After I got home, I slowly grew back bit by bit, but I never fully recovered. Turns out, I lost about two inches that day. With practice, I found I could grow and shrink at will, but I always returned to that smaller size in the end.”

Lilly struggled for words to console her friend, but nothing sounded good enough. She’d been bullied a little when she was younger, but that all stopped when Bianca came along. Then, after her big fight with Yang, most people saw her as kind of crazy, so the bullies mostly steered clear and went after others. One or two had tried messing with her early on, but they eventually got bored and moved on as well.

Adults often said ignoring a bully would make them go away, but it took more than that. No matter how hard you tried to hide it, they seemed to know when it was getting to you. Maybe you’d shrug it off in person, but their effects tended to manifest in other ways. That was all the encouragement they seemed to need. Power over another could be intoxicating, she guessed.

Lilly had been different. After losing Bianca and fighting Yang, she’d pretty much shut out the rest of the world. It wasn’t that they couldn’t bother her. More that her hatred for Yang made them unimportant in comparison. Add in how quickly she would lash out at just about anyone, and she just wasn’t worth the effort anymore.

“Honey…I’m so sorry.” That was the best Lilly could come up with at the moment, reaching out to her partner. Honey held up a hand to wave off the advance, so Lilly awkwardly stood there, watching her partner and wondering what she could do to help. _No wonder she’s always so on edge. Every time she looks in the mirror, she sees evidence of that moment. It’s like Smit’s hands, but worse._ At least Smit could cover up his scars. Honey couldn’t exactly walk around in platform shoes. Well…she could, but it would look a little ridiculous. “Why didn’t you ever tell me?”

Rather than answer that, Honey took a deep breath, fists clenched as she shut her eyes for a moment, locked in some sort of internal struggle. “Lilly, do you…do you remember when we first met?”

“You mean Initiation? Sure.” Honey flinched at Lilly’s words for some reason. _She must still be bothered I found her by accident._ Such a thing shouldn’t have upset her so much. _Everyone found their partner by accident, in a way. Well, almost everyone._ She was pretty sure Nora had hunted Ren down. Either way, the system of pairing with the first person you came across was _meant_ to be random, so their circumstances weren’t _that_ odd, were they? “I fell out of the tree and landed on you. Sorry about that, by the way. It wasn’t that I overlooked you or anything. I was just trying to get a better view.”

“Trying to find Weiss, you mean.”

“Admittedly, yes, but I only knew her, Ruby, and Yang. Wasn’t about to go chase after the other two, though.” In fact, getting stuck with Yang had been her biggest fear at the time. “If I had known you, I probably would have sought you out as well.” Lilly could admit that Weiss would have always been her first choice back then, but she was confident Honey would have been a close second had they met before Initiation.

Rather than be encouraged by her words, Honey seemed to shrink even more. “That’s…that’s not how we met…”

Lilly wanted to deny, but something in the back of her mind had her thinking back. Somewhere in her head, she vaguely recalled seeing Honey before Initiation, but she couldn’t figure out where exactly. _The cliffs? No, I followed Weiss and Pyrrha. Locker rooms, maybe? Again, I only spoke to them and briefly saw Jaune. Still no Honey._ She quickly traced her path backwards from there. _Nothing in the hall the night before. Ate dinner with Weiss. Didn’t really talk to anyone outside._ A brief flash of hair by the fountain came to mind suddenly.

 _That’s it? That’s what this is about?_ The idea seemed ludicrous, but this was Honey she was dealing with. The girl was a walking pile of self-esteem issues. Being ignored by someone who bumped into you seemed like nothing, but maybe Honey had been looking for a friend and thought Lilly could be one, only to have her walk off with no more than a quick apology. _Jaune and Ruby met under worse circumstances, and they’re good friends. Maybe that was what Honey had been hoping for._

With no other memory coming to mind, Lilly figured she’d try that one. “You mean at the fountain on our first day? I wasn’t paying attention and bumped into someone. I’m guessing that was you.”

“It was, but–”

“There was just so much going on,” Lilly hastily explained. “I was rushing to get inside and had just seen Jaune throw up. Then Ruby _blew_ up. I figured it was best to just apologize and get inside.”

“That’s my point!” Honey suddenly exclaimed. She didn’t bother to wipe at the new tear that slowly worked its way down her cheek. “You don’t even remember, do you? No, of course you don’t. Somehow, I kept hoping you would, but I should’ve known better.”

“Known what? Honey, you’re not making any sense.”

“I went to Signal!” Honey shrieked, stamping her foot as the tears began to flow more freely. “Mom and I moved closer to Vale, and I transferred to Signal! I was in your class! After all the…all the _crap_ ,” she spat, “that I went through at my old school, I had hoped for a fresh start there. Instead, I arrived just after the whole Yang-Bianca debacle.”

Lilly tried to think back to that time, but most of her memories of that year focused on her sudden friendship with Bianca, followed by the whole thing with Yang. She could vaguely remember something about a transfer student, but that wasn’t too uncommon. A lot Huntsman families tended to move around from time to time, especially ones from further out. Larger schools like Signal tended to attract a lot of attention, so they usually had a few new students each year. Honey’s arrival wouldn’t have exactly been a huge deal, especially to a bunch of teenagers already clustered into their different cliques.

“I’ve never been the most outgoing person, so I struggled to make friends. Found out a little about Bianca getting injured afterwards. Guess it was a bigger deal than my arrival.” To be fair, a gruesome injury like that in the middle of class was pretty rare. “I didn’t know anything about the fight at the time, or even your fight with Yang afterwards. All I saw was a quiet girl like me that always seemed to be alone. Someone dealing with the same type of pain I was fighting. Figured you were my best bet at making a quick friend and settling in. I thought…I thought we could help each other.”

And what a sad picture that painted for Lilly. Without the biased opinions her classmates had already formed and no knowledge of Yang’s popularity, Honey had no idea why Lilly was such a loner. The pain of losing Bianca probably showed, too. Honey, having just come from a terrible school experience, must’ve seen another person hurting and thought she could help where others had failed _her_. _Honey must’ve never gotten the nerve to talk to me, I guess._

“It took me a few days to muster up the courage, but I finally introduced myself to you.” _Or maybe I’m just an idiot._ The specific timing helped her focus better, allowing a very vague memory to filter through of a new, short girl coming to talk to her at one point. She didn’t remember much of the encounter, but the hair color was pretty close, even if it had been longer from what little she recalled. The only detail she could kind of remember was… _uh oh_. “You snapped at me almost immediately, then just stared me down until I left. Figured it was safer to keep to myself after that. Did my best to just sort of fade into the background and survive school. Guess I did a good job. Nobody even remembers I was there. Well, no one but Ruby.”

Honey must have had the bad luck to approach her right after the fight with Yang. She’d had to endure everyone turning on her in an instant, along with the early attempts at bullying. Needless to say, she soon came to see everyone as just another adversary. _Not that it excuses how I behaved. I sure was a bundle of joy and happiness back then, wasn’t I?_ The more she looked back on her time at Signal, the more Lilly was embarrassed by her own behavior. _Going after Yang was almost understandable, but all Honey wanted was a friend._ Instead, she’d gotten a telling off that drove her all the way back into her shell.

Even if Honey had come along a little later, Lilly couldn’t quite convince herself that it would’ve gone any better. She’d probably have seen Honey as someone trying to replace Bianca, as petty as that sounded.

This time, Honey couldn’t stop Lilly from pulling her into a tight hug. Lilly held on tight, unwilling to let go until she figured out a way to undo the latest round of damage she’d inflicted on her partner. “I’m _so_ sorry Honey. I…I was a real jerk.” Even that was an understatement, but at least it was a start.

Honey’s words continued, slightly muffled, as Lilly refused to let her go…not that HHHoney tried to escape. “Yeah, you kind of were,” Honey managed, wiping her face on Lilly’s shoulder. “It wasn’t just you, though. No one ever bothered with me. I was just some outsider. Never worth their time. Never good enough.”

“Not good enough? Says who?”

Lilly and Honey parted at the questions. Randi, followed close behind by Smit, stood a few feet away with a confident grin.

“We never would’ve gotten into that White Fang base without your help,” Randi declared, daring Honey to disagree.

Instead, Honey sniffed loudly and joked, “Good to know I make a great ladder. Next time you need to reach something, give me a call.”

“Don’t sell yourself short,” Randi insisted. “If you hadn’t gotten us inside, we’d have had to use the front. The White Fang would’ve destroyed the evidence before we could stop them, meaning we couldn’t get the information to Goodwitch.”

“Fat lot of good that did anyone.” Honey was determined to belittle herself further, it seemed. “The attack happened right after. Not like anything changed. We would’ve been caught in the middle of it either way.”

“It got reinforcements out a lot faster,” Smit fired back. “Probably saved our bacon. Not sure how we would’ve held out without everyone else showin’ up.”

Lilly made sure to join in with another key detail. “And let’s not forget Cardin and his team rushing to help Ruby. Yang was already hurt by the time they arrived. It could’ve been much worse if help didn’t arrive as soon as it did.”

Randi nodded in agreement before continuing the impromptu group praise. “You may not have had many friends at Signal, but we _all_ have friends here because of you.”

“Yeah. I mean, we only got to know our neighbors because you dragged Miss Sourpants along to meet them.” Smit winced as Lilly glared at the unflattering reference.

“And let’s not forget you introducing us to Juniper,” Lilly continued. Sure, Honey had clearly been trying to bridge the gap between them and RWBY, but it still worked out, even if only because Lilly tricked her. “Or how about getting my help to find Blake? None of them knew about my Semblance. They probably would’ve just wandered around Vale all night looking for her, then had to rush in alone against Torchwick. Yang says she owes me for saving her partner, but you were the real hero.”

Really, Lilly could’ve gone on and on. Forcing Lilly to confront Smit and fix their team. Helping RWBY and Randi against the Paladin. Working with Yang and Ruby to set up her reunion with Bianca. Time and time again, Honey seemed to be the driving force behind their team. They all spent their time reacting to everything. Honey was the only _proactive_ one. Sure, she tended to hold back a lot of times, but problems got fixed because of her. Things got done because Honey decided they needed to. She was like the puppet master of Team LHSR, in a way.

Honey stood a little taller under all the praise, an actual smile finally returning to her sad face as her team rallied around her. “Y-you guys really think I’m important?”

“Of course we do!” Smit answered, stating what should have been obvious. _Maybe she should’ve known, but that doesn’t mean we shouldn’t have told her before._ “I would never have had the courage to tell Lilly how I felt if you didn’t rip me apart the other day.”

Lilly wasn’t sure if she should be angry at Honey for causing all of that or disappointed that she missed Honey going after somebody else for once. _Probably the latter,_ she thought. Sure, Smit was a little pathetic lately, but she really did enjoy being around him. He hadn’t done anything to make her want to break it off. Besides, it was far better to get things out in the open than to make Smit continue suffering in silence. The last thing they needed was another Pyrrha.

“You gotta stop bein’ so down on yourself, girl.” Smit put an arm around Honey’s shoulder, pulling her in for the most brotherly half-hug Lilly had ever seen. She half expected him to ruffle her hair to complete the image. “You’ve always been more than good enough. Think you’re the only one who doesn’t see how special you are. We’ve just gotta work on that confidence of yours.”

_Confidence, eh? Maybe I know just the thing…_

Plans swirled through Lilly’s brain, but she hastily latched onto one in particular, fleshing it out the best she could. _What if…yeah, that could work. In fact…oh, that’d be perfect!_ Lilly couldn’t help but smile as everything fell into place in her head.

“Actually, that gives me an idea for tomorrow…”


	32. Round Zero

The next morning dragged by. While most of Beacon rushed to the fairgrounds for the first full day of the Festival, Lilly and her team tried to keep busy, anxiously awaiting the big fight with CRDL. Training so close to the fight might only serve to wear them out, so they steadfastly avoided anything strenuous. Instead, the entire team sat around their room, having already eaten an early lunch but still having a couple hours to kill.

The entire team seemed on edge. Honey busied herself with checking her weapon for what felt like the hundredth time, carefully inspecting each dust chamber and polishing the individual links of her whip. Smit tried to distract himself with some video on his scroll, but Lilly didn’t miss how his eyes strayed to the clock every few minutes. Randi…well, Randi was reading one of her books like usual, but her tail twitched in agitation, as much a sign of her unease as Lilly had seen in a long time. The air itself felt heavy as no one seemed to be able to relax.

Lilly wasn’t any better, of course. The night before had been spent in and out of restless slumber as doubts and ideas filtered into her mind at unreasonable hours. Even now, she couldn’t help but look over her notes, convinced she was missing something. At least two dozen variations already filled several pages, each based on subtle differences in what CRDL might throw at them. Every matchup had been considered, from solo fights to different pairings. Ideally, they could stick with her primary plan, but even that had different versions just based on how CRDL set themselves up before the fight began. Some might call her approach overkill, but Lilly didn’t think such a thing existed. _How do you overkill something? It’s either dead or it’s not. Better to make sure than leave it to chance._

She shook off the random thought, forcing herself to focus back on the notes before her. Her eyes glazed over as she started from the top once more. She tried to push through it, but gave up with a sigh as a familiar headache began to sneak back in. She loved battle strategy normally, but you could only study the same words for so long. Clearly, she needed a new approach.

In fact, the whole team needed something to focus on. Setting her notebook aside – still open in case she needed to make adjustments – she rose from the desk and addressed the room. “Let’s go over our plan one more time.”

“Aw, again?” Smit whined. “We went through that, like, a dozen times this morning.” Despite his protests, Smit set his scroll aside and sat up. As boring as it might be to run through all the details yet again, at least it was something.

“Humor me,” Lilly requested, ignoring his faux complaints as the other two turned towards her. “This’ll be the last time, I promise. I just want to make sure we’re all on the same page. For starters, let’s run through their Semblances again.”

“Yeah, yeah. Pretty sure I could recite them in my sleep by now.” Smit was actually pretty good at picking up on her strategies, having suggested a few changes last night when they first reviewed her ideas. Honey caught up quick enough, while Randi focused on helping with analysis of their opponents individually based on her observations. Turned out, she had a file on her scroll listing details for each of their classmates, putting Lilly’s preparations to shame but proving invaluable, if a little creepy.

“Alright then, smarty-pants. Why don’t you rattle them off for us?”

Smit took a deep breath, releasing a long sigh before diving into the familiar details. “Cardin’s Semblance is aggression based. Charges up as he hits stuff. Lets him unleash an explosive hit once it’s fully charged. Longer buildup means bigger boom.”

“Good. Got the obvious one.” And really, it was probably the most obvious of the four. It fit him perfectly, too. The more aggressively he fought, the better. Even blocked strikes seemed to add in, according to Randi. However, based on a fight he had with a quicker opponent, they’d decided it had to do with strikes against people, rather than just anything. He’d been unable to land a solid blow in that bout until the very end, but what a hit it’d been. No Semblance enhancement, but the poor girl had been sent flying into the barrier and the fight ended. “What about the others?”

Smit smirked as he continued. “Russel fights faster around allies. Dove has some sort of hyper-awareness. Still not sure about Sky, but he’s never used it in a spar. Either he’s hiding it or it’s some non-combat ability.”

His summary lacked detail, but proved accurate. Russel’s speed would be a problem, but meant he probably wouldn’t fight alone. They had a plan for that, just in case, but Lilly very much doubted it would be necessary after watching some of the recordings the night before. Sure enough, he always fought as part of a pair and wasn’t nearly as quick in solo matches.

Dove proved a little odd and was more of an educated guess than the first two. Shockingly, the recordings showed he always fought with his eyes closed. Considering he wasn’t blind and didn’t even need glasses, such a purposeful sacrifice meant he had to be gaining substantial information through some other means. Smit’s idea of some sort of mental link with his team was shot down early, as he proved just as adept in solo matches. Given his accuracy at range and the failure of several people to effectively use sneak attacks on him, Randi surmised that he had some sort of awareness Semblance like hers. He couldn’t hope to match Randi’s effectiveness, didn’t seem to anticipate feints or anything, and was unfazed by things like smoke or mist, so they figured it was something like echolocation, allowing him to sense things without sight. The verdict was still out on specifics, though.

Sky proved to be the most difficult to pick apart. As Smit said, they hadn’t found any evidence of his Semblance in combat, despite pouring over recordings for over an hour with Randi. There was always a chance he was just keeping it hidden – much like Pyrrha – but Lilly figured the simpler answer was more likely. Like Lilly’s Semblance, Sky’s must not have much of a combat application. Whatever his power was, it shouldn’t be an issue during their fight. Nonetheless, he was still a proficient fighter and the possibility of an unknown ability couldn’t be fully discounted, which made him dangerous.

“Good enough,” Lilly complimented, drawing a satisfied smile to Smit’s lips. She’d made a point of openly praising him lately, noticing how excited he got each time. Apparently, getting complimented by his “girlfriend” had a certain thrill. She wasn’t particularly good at it, but it seemed enough for him, and that was all that mattered in the end. “I think I’ve narrowed our plans down to the three most likely scenarios, so we’ll just run over those again. If I see something needs changed, I’ll call it out at the beginning.”

Lilly had made sure to drill some code words and phrases into their heads last night, much like play calling in sports. She had a host of options for audibles, mostly focused on the moments before the fight began. Of course, she’d made up some codes for actions during the fight as well, even if they didn’t have the same ring as RWBY’s team attack names. She’d gotten the idea from Randi’s details of the Paladin fight. RWBY had prepared simple code words to convey their battle plans on the fly. It’s genius lay in the simplicity of the approach, and Lilly had been quick to seize on the idea for their fight.

If Honey could focus on support, they could direct their attention on any of the three teammates. Brain Freeze for Lilly, Hot Ice for Smit, and Icicle for Randi. Those had been easy to make up, but things kind of spun out of control afterwards. Everyone wanted in on the naming game. Lilly let them try, thinking it would be a great teambuilding exercise. Instead, Randi’s insistence that a Lilly/Smit combo be named Hot Date started off a bit of a war. After that, some of the results ended up a little on the vindictive side.

First it was Hot Dog for Smit and Randi. Then came Teacher’s Pet for Lilly and Randi. Sweet ‘n Sour for Lilly and Honey. And so on. Given the ludicrous names they’d given each other, Lilly hoped she’d never have to call one out.

 _Have to be better than Jaune’s attempts, though. I mean, Flower Power? Really?_ Sure they hadn’t gotten into the Tournament yet, but Lilly was already hard at work spying on the competition. _You’d think they’d know better than to discuss strategy anywhere with windows._ Her Semblance may not have much combat use, but it sure came in handy during prep time.

“Our primary concern will be forcing them into our plan,” Lilly continued. “Just because they line up a certain way doesn’t mean they’ll stay in that formation. Honey, whatever plan we go with, I’ll need you to drive them apart with your ice. Got it?”

“Can do!” Honey dutifully answered. Much of their plan would rely on Honey’s biggest strength, but that was only the beginning. They’d also discussed various starting formations to confuse CRDL while putting them in prime positioning. They would only have a small space to work with, though, so their arrangement would be key. Luckily, CRDL would have the same disadvantage. Lilly hoped they’d line up first so she could see what they were working with. Switching places around would give the game away, after all.

Lilly slowly detailed each of their core plans, making sure to point out the strengths and weaknesses of each and what circumstances would be best. Most of their strategies focused on Cardin, since he would be the biggest threat in direct combat. Russel could be dangerous, but mostly in a pairing. Having his speed and Cardin’s strength together was the worst matchup for them, so the goal was to keep them apart. Dove tended to favor a more cautious approach, while Sky was more balanced. Ideally, if they could force Russel and Dove together, they’d have the biggest advantage. Assuming Randi was right about Russel’s Semblance, Dove would need to attack with him to increase his speed. If Dove held back as support, then Russel would lose his advantage. One of them would have to abandon their primary style to make that pairing effective.

Of course, that left the question of how to match up against the pair and two solo fighters. Randi was the obvious choice as one of the solo combatants, as she was more than capable alone. They’d considered having Randi take on the pair alone to free them up for a double-team elsewhere, but Lilly doubted they’d fall for that. The best way to lure someone into a trap was to let them think they had an advantage, after all. An equal matchup for the pair and a disadvantage on one solo fight meant they needed a bait and an opponent to fall for it. That was where Honey came in.

“Y-you still think I can take him?” Honey asked, still doubting herself. Sky would be too obvious of a matchup for her, so the plan was to let her take on Cardin alone. Cardin would see an easy win and go for the quick knockout to put them down a fighter. It was probably a terrible matchup on paper, but they’d worked on a few plans to tip the odds a little. That being said, if Honey failed, they would be in serious trouble. It was a risky gamble, but one Lilly willingly went all in on.

“Absolutely!” Lilly cheered, slapping her partner’s back for emphasis. “Just remember the plan and wait for the signal.” With that, Lilly’s scroll sprang to life, drawing their attention with the familiar, haunting melody from one of Weiss’s hit singles. Lilly’s plan to burn through the remaining time had paid off. “Well, it’s time. Let’s go kick some butt.”

/- - - - - - - - - -/

Team LHSR arrived shortly before the appointed time. Lilly confidently led them down to the arena in the center of the nearly empty classroom, where Miss Goodwitch and Team CRDL waited. Their arrival time had been part of Lilly’s plan, letting CRDL get there first. As she’d hoped, their opponents were already arranged on one side.

“Ah, Team Laser, thank you for coming,” Miss Goodwitch said, hurriedly typing something into her tablet. _As if we would miss it,_ Lilly sarcastically thought. “Do you need a moment to prepare?”

“No, ma’am. We’re ready if they are.” Cardin nodded in agreement, twirling his mace to loosen his arm a bit as LHSR claimed the opposite side of the ring. Lilly worried that CRDL might change their lineup if she gave them time. Right now, the arrangement matched her primary plan precisely. _Hmph. Figures. They lined up according to their name. How droll._

Sure enough, Cardin had claimed the spot on LHSR’s left, followed by Russel, Dove, and Sky. Dove stood a little further back, clearly intending to provide support while the others pressed the attack. _Must be expecting Honey to do the same._ Russel stood a little closer to Cardin than the others, proving they were planning to use that pairing as a primary attack, but Sky seemed a little further forward. That fact surprised Lilly a little at first, as he wasn’t usually so aggressive, but the reason became clear. _He’s the best at defense, so they plan to have him keep Randi busy while they focus on the rest of us. Probably assume our plan focuses on Randi doing all the hard work and hope to disrupt her a bit._ It would be a tall order for the boy, but if he could hold out long enough, the others could gang up on her in the end. Of course, that meant Sky needed to push Randi away early, hence his intentions to charge. All in all, it was a pretty good plan.

Unfortunately for them, it played right into Lilly’s plan.

She was pretty sure her team knew which plan to follow, but just to be safe, she made sure to keep her pinky subtly extended beside her as they got into position, signaling that they’d be using the primary plan. Smit took position across from Cardin, making sure to shoot him a cocky look as he stretched his arms a bit. Beside him, Honey lined up, slightly further back like Dove, but with Lilly close by for protection. Lastly, Randi took position directly across from Sky, although in a more neutral footing to show no sign of charging. Even though she would be playing defense for a bit, she kept her shield in its smaller form. Judging by the smirk Cardin failed to hide, he thought they had played right into his hand. In response, Lilly stepped a little closer to Honey, as if to halt any charge against their smallest member, as her eyes darted between Russel and Dove. Her feigned nervousness only served to boost the boys’ confidence.

“As we discussed yesterday, today’s fight will determine which team proceeds into the Tournament bracket next week.” Miss Goodwitch spoke quickly, knowing nothing she’d said so far was news to either team. “The usual barriers have been deactivated, as there is no audience to protect. Rest assured, I will be perfectly safe, so do not hold back. Since we do not have clear out-of-bound markers here, if you fall off the platform at any time, we will count that as a ring-out. Combatants may be eliminated by ring-out, surrender, or if their aura drops below fifteen percent.”

The same rules applied in the actual Tournament fights, as Lilly recalled. Surrenders were pretty rare, but plenty of people had been eliminated by ring-out each year. Considering how large the battlefields were, that was no small feat. The finals, however, were held on a small, raised platform, but those combatants rarely lost in such a manner. You didn’t make it that far to lose to poor footing.

“Any attempt to attack an eliminated opponent will end the fight, with the aggressor’s team suffering immediate elimination, followed by a lengthy discussion with me.” Lilly doubted any of them were dumb enough to try, but Goodwitch’s threatening glare ensured it. Satisfied that she had imparted the seriousness of the situation to the eight students, she lightened up slightly and continued. “The winner of this match will be announced tomorrow at the ceremony and will receive instructions later this evening on where to assemble. With that said, are there any questions?”

The only response she received was the sound of weapons being readied.

“Alright then. We will begin on my signal.” Miss Goodwitch quickly walked backwards with a single hand raised. As soon as she reached the edge of the ring, her hand sliced downwards through the air as she declared, “Begin!”

Contrary to their defensive lineup, LHSR struck first. Honey took a quick step forward as _Singing Scourge_ descended between Cardin and Russel. The two dove apart as a lance of ice sprang up, just clipping Cardin’s shoulder. At the same time, Smit charged, sending a pair of fireballs screaming at Cardin. The shots didn’t lead him properly, though, allowing him to sidestep them and ready himself for the brawler’s advance.

It never came.

Instead, Cardin had to block a fiery whip aimed for his head, just catching sight of Smit charging off to his left, where Lilly and Dove were trading fire. Sky had already reached Randi and looked to have her occupied.

 _Tantum_ barked once more as Dove was forced to roll to his right, just as a dust round struck the mat where he’d been standing. He was back on his feet in an instant and sent his own volley at Lilly, who was now charging directly at him. The first narrowly missed as she ducked, catching the second round on _Brevis_. She stumbled slightly as her leg took a glancing blow, slowing her down a little, but not enough.

 _Gotta close that gap._ With a shout, Lilly leapt forward, adding her weight behind the strike from both her tonfa. Eyes closed, Dove still saw it coming and managed a hasty block, but the added force pushed him back a step. Momentum halted and weapons already engaged with Dove’s, Lilly could only watch as Russel appeared under Dove’s arm, a dust-enhanced dagger racing straight for her stomach.

  
Lilly twisted to the side, but only managed to divert some of the blow, letting out a pained scream to match Russel’s cry of triumph. The victorious grin on his face was soon wiped off, however, as a third voice rang out over both of theirs.

“About time,” Lilly grunted as Russel was thrown back by a fiery fist. Dove wisely chose to push off her weapon lock to rejoin his comrade, catching Smit’s fireball on the flat of his blade during his tactical retreat.

“Sorry. You said to make it convincing. How we lookin’?”

Lilly glanced at the screen above, noticing only two people had taken any real damage. Both she and Russel were still in the green, but a small chunk of their bar had disappeared in the trade, leaving her in the mid-eighties with him a few points higher.

“It’ll have to be good enough,” Lilly answered. “Nice hit, by the way.”

“Yeah, well, no one messes with _my_ girl.” Smit winked dramatically at her, only to wince as Lilly stepped in front of him to block another shot from Dove.

“Save the flirting for later,” Lilly ordered as she charged in once again, trusting him to follow. Another shot clipped her arm before she could reach Dove, but he had to switch to melee as they both approached. Russel lunged from the side to intercept Smit, leaving Lilly to engage Dove directly.

Dove delivered a flurry of powerful strikes, but each time, his blade was checked by her own weapons. As she diverted his last strike downwards, _Brevis_ caught his side with a punishing blow. He broke off before she could capitalize on the moment, firing a wild shot to delay her charge long enough to regain his footing once more. Little by little he gave ground, each time inching closer to the wall of ice that concealed his leader’s fight with Honey. Lilly made sure to keep herself between her opponent and his destination as best she could, leaving them to follow the most circuitous route possible. Clearly, he figured his best chance was to join up with Cardin at this point, but Lilly wasn’t keen on letting that happen. Whatever their plan, Dove fighting alone definitely wasn’t part of it. If Russel couldn’t reinforce him, he’d have to settle for retreating to Cardin.

 _Just gotta play keep away a little longer,_ she thought, making sure to keep an eye on Smit and Russel lest she find herself in the middle of a pincer. As planned, Smit kept Russel busy, trading blows as they chipped away at one another’s aura. Russel tried more than once to get around Smit and help Dove, but without someone nearby to activate his Semblance, Smit easily kept pace. A quick glance between blocks proved that Smit was coming out on the winning side thus far, but each blow only took out small bits at a time. Neither could seem to land a solid hit as they danced around, more focused on positioning than actual fighting for the moment.

Honey’s aura still remained almost full, but Cardin was only missing about ten points at the moment, most of which came from their opening salvo. It wasn’t hard to imagine Honey effectively dodging each and every strike from the burly teen. The distant screams of rage beyond the icy barrier made that much clear.

“Hold still, you little runt!” Another booming thud rang out, sending vibrations through the floor that Lilly could feel even this far away. _Looks like Honey’s keeping him busy. Idiot took the bait hook, line, and sinker._ That left only Randi’s fight. The readings above showed Sky was already bordering the yellow, while Randi remained firmly in the green with only minor damage. _Figured Randi could hold her own. Guess it’s almost time for Phase Two._

/- - - - - - - - - -/

Sky slowly circled Randi, looking for an opening but finding none. Carefully, he struck forward, unsurprised when his halberd clanged against the loathsome shield once more. Having already failed the last few times to hit her, he knew to disengage immediately to avoid her return jab. His strikes no longer held the same force they once did, knowing they were unlikely to connect properly. Better to focus on a hit-and-run approach than risk overextending against someone like Randi. He’d managed a few hits early on and pressed the attack, aiming to keep her on the back foot as long as possible. Since then, the last few exchanges had been almost identical. He’d attack, only to find that blasted metal barrier in his way. If he didn’t get out of the way fast enough, his aura suffered. Randi never pushed forward, always circling and giving ground where needed, despite having a clear advantage.

It had to be the most pathetic fight he’d ever seen.

“Fight me already!” Their whole plan relied on him keeping her distracted. While the lack of aggression on her part meant he wasn’t going down anytime soon, she’d easily notice if one of her teammates started to struggle and would have plenty of energy to break off and reinforce them. Cardin would have his head if he let that happen. Again, his blade struck against her shield, ringing out another chime like clockwork. “You’re not taking me seriously.”

“Neither are you,” Randi answered with a knowing grin, her first words since they’d started. Sky couldn’t see her smile, thanks to her ever-present helmet, but the words rumbling from the metal wolf head had a ring of amusement to them. “Have to wonder how long they expect you to keep me busy. Maybe wear me down a bit while they deal with the others? You’re nothing but a sacrificial distraction.”

Randi stepped to the side as his halberd crashed into the mat. The ease at which she’d figured out their plan worried him, but as long as she wasn’t thwarting it, why should he care? Knowing what came next was pointless if you couldn’t stop it. “Nice try,” Sky commented, blocking her return strike, “but you won’t trick me into abandoning the plan. It’s our turn to finally get noticed. You and your friends have hogged the limelight long enough.”

“What makes you think it’s _your_ plan that’s working?” Randi asked, causing Sky’s mouth to click shut as a pair of shotgun blasts rang out from the other side of the arena. Hidden behind her silvery helmet, Randi’s smile grew vicious as she suddenly charged forward.

/- - - - - - - - - -/

_-Earlier that day-_

“Today’s fight is about more than the Tournament,” Lilly explained as they sat around their room, preparing for the upcoming spar. “We don’t just need to win. We need to crush them so thoroughly that there’s no doubt we should be in the Tournament.”

“I think Smit likes when you get all fired up,” Randi said, giving her a salacious wink. Smit’s face flushed red at the comment, but Lilly chose to push through, intent on not giving her the satisfaction of flustering.

“My plan has two parts. First, we need to split Cardinal into three pieces.” Lilly pointed down to the notebook in front of her, showing a rough diagram of the arena. “Russel always fights as part of a unit, but he switches the pairing up on the fly to keep you guessing. We’ll need to pin him down early. Dove, on the other hand, acts as their eyes, given whatever sensory Semblance he uses. We need to make sure he can’t get near Cardin to warn him of what’s going on. Smit and I will take them on. Either they’ll both be trapped or we’ll pick one of them off early. Either way, that should help keep things moving.

“The real focus, though, is Cardin,” Lilly continued, looking to Honey. “Randi can keep Sky busy until everything’s ready, but that means you have to keep Cardin focused on you. Shouldn’t be too hard to bait him into attacking, but you have to keep him cut off for a while.”

“I can put up an ice wall at the beginning,” Honey offered, tracing an imaginary line on Lilly’s diagram with her finger. “It should slow down any support and keep him from seeing what’s happening to the others.”

“Perfect,” Lilly grinned. “They’ll be looking to take a numbers advantage, so Sky will be trying to buy time against Randi. If he feels overwhelmed, he’ll probably break off and rejoin the others. We could still take them, but I’d rather wipe them out in one fell swoop, so you’ll have to draw him in a bit, Randi. Maybe even let him score a blow or two to keep him interested.” Randi nodded in understanding. “Our main goal is to pull them away from Cardin. Then, we strike.

“Phase Two will begin once I feel we have everyone divided up enough. I’ll fire _Brevis_ twice to signal the change. Randi, I’m counting on you to obliterate Sky at that point, then come help us finish off the other two. I want all of them down within a minute or so, if we can manage it.”

“Shouldn’t be too hard,” Randi replied. From just about anyone else, it would have sounded arrogant, but everyone in the room knew Randi could wipe the floor with most people when she wanted to. “But wouldn’t it be better for me to go relieve Honey? We could take down Cardin pretty easily or she could split off to help you two.”

“Actually, I have a special plan for Honey.” The small girl froze as everyone turned to her.

“W-what did you have in mind?” she stammered.

Lilly’s predatory smile had her both concerned and excited at the same time. “Tell me, Honey. Exactly how fast can you grow?”

/- - - - - - - - - -/

_-Present-_

As the sound of Lilly’s shotgun blast reverberated around the room, Randi charged her opponent for the first time, forcing him to jump back as a fully-deployed shield came rumbling towards him without warning. With a quick glance, he suddenly realized exactly how close to the edge they’d become. He needed to stop her charge, lest Randi’s battering ram launch him across the room. Spinning once for momentum, he brought his halberd down in a diagonal strike, catching the corner of the shield to divert her away.

The shield gave way with pitiful ease, dropping to reveal Randi’s true intentions as Sky felt everything lurch suddenly.

Just before he had connected, Randi ducked low, letting her shield fly towards him unaided as _Angriff_ whipped around, catching the unsuspecting teen in the legs and flipping him upwards. The wind was knocked from his lungs as he landed, not on the soft mat as expected, but on top of Randi’s abandoned shield. The last thing he saw before taking a sled ride off the edge of the platform was Randi’s helmet smiling down at him as she kicked her shield away, carrying him out of the ring and eliminating him in a single motion.

“Sky Lark is eliminated by ring-out,” Miss Goodwitch announced. Before she could finish, Randi was already rushing across the ring towards Lilly and Smit. Their opponents pulled back to regroup when they saw her, giving each other nervous looks at being outnumbered so quickly.

“Nicely done!” Smit cheered at her arrival.

“You sure about this?” Randi asked Lilly, looking over to the still-standing ice wall that hid their remaining teammate. “I could still go help Honey. Not sure we should leave her alone like that.”

“Stay here,” Lilly commanded, taking a step to the side to match Dove and cut off his path to Cardin yet again. “We need to take these two down first. Honey’s got it covered.”

Rather than wait for agreement, Lilly charged in once more, firing _Brevis_ to push Russel back and alter her course slightly, barely avoiding another salvo from Dove in the process. _At this point, the fight’s pretty much over, but there’s still one part left._ A victory would ensure them a spot in the Tournament, but if all went according to plan, they might win something far more valuable.

Honey’s confidence.

/- - - - - - - - - -/

“Yah!” Cardin cried, his mace racing in from the side as Honey rolled out of the way yet again. Their dance had gone on like that since the start of the match. Cardin would charge in with a mighty swing, only to watch Honey narrowly escape time and time again. Once more, the heavy metal weapon came crashing down towards her, only for her to dive backwards at the last moment. “Stop moving!”

 _Not with that thing flying around,_ she answered mentally. The first few exchanges had been pretty scary. She knew a solid hit would likely see her missing a large chunk of aura and might even send her out of the ring if he aimed right. He moved faster than anyone his size had any right to, but still slow enough for her to avoid. As he continued whiffing and grew more aggravated at his own failure, she couldn’t help the small giggles that escaped her. That only served to infuriate him more, naturally.

“Stop laughing!” His mace aimed for her head, but a quick shrink had it sailing above her again. She lunged in the opposite direction, taking the opportunity to create a little distance as she brought _Singing Scourge_ around once more. Cardin grunted at the brief surge of electricity that shot through his leg, but the actual damage was pretty minimal, given his thick armor. Honey had expected such attacks to be more effective, given he was almost completely covered in metal, but he must have had some sort of insulating layer underneath. Whether that was his usual design or a recent upgrade to counter her specifically remained a mystery. Either way, only a fraction of the current seemed to bleed through.

The familiar bark of _Brevis_ brought a wide grin to Honey’s face. It soon vanished, however, as she struck the shaft of Cardin’s mace with an open palm, redirecting it just enough to avoid a punishing blow in her moment of distraction. Her hand stung from the contact, even if it could’ve been so much worse. She didn’t need to look at the screen above to know her aura had dropped a few points from the blow. Yet again, she was thankful for Smit’s recent hand-to-hand lessons. Ren had chipped in on one occasion, showing her how to best direct her aura for such combat.

“What’s so funny?” Cardin demanded, pulling his next strike back as Honey allowed the momentum of the previous blow to push her away. Before Honey could answer, the booming voice of Miss Goodwitch beat her to it.

“Sky Lark is eliminated by ring-out.”

Cardin only paused for a moment to consider the news, snarling at Honey as he no doubt pieced together what was happening beyond their icy divider. “Don’t get too excited. We always knew Sky had a tough matchup. I’m still more than capable of dealing with a pipsqueak like you!” He rocketed forward, bringing his mace down once more to prove his point.

Instead, the mat shook violently as Honey avoided his charge yet again, bringing _Singing Scourge_ around in the same move as before. This time, Cardin smirked as the white whip rushed towards his stomach. Turning slightly, he snatched the whip mid-swing with his left hand, taking the minimal damage as ice sprouted over his fingers. Honey had dialed back the amount of dust at the last second, hoping to avoid a repeat of Ren’s victory, so no more than a few icicles sprouted, but she had another problem. Honey tried to pull her weapon back, but Cardin’s grip held true. With a quick wave of his fist, he wrapped the extra length around his wrist, growling as it heated up suddenly on his bracer but refusing to release his advantage.

“Gotcha!” Cardin laughed, stepping back as he pulled Honey forward, mace raised to crush the small girl as she stumbled towards him. “Say goodnight.”

“Goodnight,” Honey quietly echoed, keeping her face to the side so he wouldn’t see her fearful façade finally falter. As Cardin’s mace raced towards her once more, she released the handle of her whip and pushed forward, stepping inside Cardin’s guard so that only his fist buffeted her shoulder. As she shrank with the blow, bleeding most of the hit in the motion to minimize her damage, she looked up in time to see her opponent’s cocky smile drop. With all the power he put into what was meant to be the final blow, Cardin found himself suddenly overextended with a much-shorter girl directly beneath him.

Honey pushed herself downwards as much as she could, squatting as she felt her Semblance strain. Inch after inch vanished until she felt more than a foot shorter. Knowing better than to push any further, Honey pressed both feet down as hard as she could, launching upwards with a single fist aimed at the arrogant face looking down on her. Her Semblance reversed, increasing her speed as a meaty _thwack_ heralded her connection. Still not done, Honey continued to rise as fast as she could, carrying Cardin’s ugly face with her until she could push no more.

Cardin flew through the air, his back impacting the icy wall hard enough to shatter it as he bounced across the ring. His aura held, but he’d probably be sporting a lovely shiner the next morning after a hit like that. Aura protected you from a lot, but the body still felt the force of any substantial blows. The new hole in Honey’s wall pooled with mist for a moment, but a sudden bulge in the chilled air had him diving to the side. Behind him, he heard the ominous crackling of Honey’s whip as it struck the mat. Honey would need a moment to prepare another strike, so Cardin scrambled to his feet and took a second to check the board to see how he and his team were holding up. Surely they’d have at least dealt with Azura by now, right?

“Russel Thrush and Dove Bronzewing eliminated.”

Cardin couldn’t believe what he was seeing. His own aura had taken quite a blow in that punch, dropping him well into the yellow. More worryingly, all three of his teammates’ pictures had large X’s over them. Sky’s aura meter was rather full, but he’d been knocked out of the ring earlier. Russel and Dove, however, were both just above ten percent. All of that had happened in the space of a minute or two, leaving him alone against a remarkably healthy team. Speaking of which…

“What’s the matter, Cardin?” Lilly mockingly asked, easily moving up his list of least favorite people. “Having some trouble with little Honey, are we?” She was flanked by Smit and a shieldless Randi, but rather than attack, they came to a sudden halt a dozen paces from him. As they waited, Honey slid alongside them, towering at least a foot above them all in her enlarged state. “Or…not so little, it seems. Nice work, partner.”

Honey giggled lightly as she slowly returned to normal, snapping her whip behind her to prepare for another lashing. Cardin’s eyes drifted over each of them, hurling his disdain as he refused to cower before the full might of LHSR. Smit’s hands glowed ominously before flames roared to life once more. For her part, Randi simply leaned forward, wolf head snarling at him as she readied her spear.

With a confident smile, Lilly calmly stared him down, a single eyebrow raised as she posed a simple question. “You ready to surrender yet?”

Cardin knew he was already beaten. Even at full aura, he couldn’t hope to keep pace with Miss Lone Wolf over there. Their whole plan centered on ganging up on her once they’d dealt with the others. Instead, he found himself in the exact opposite position. With a third of his aura missing and Randi not only in the green, but supported by her full team, none of which were missing more than twenty points themselves? He’d be lucky to land a blow before being overwhelmed, especially since his lack of success against Honey meant his Semblance hadn’t charged at all.

Cardin turned his head and spat, wiping the saliva from his lips as he glared at the assembled team who dared make a mockery of him. “Never!” he roared, giving his mace a single twirl and surging forward, hoping to catch them off-guard as he aimed for Lilly, who had the least remaining aura of the four.

“Good,” she laughed back, rushing in to meet his charge.


	33. Vytal Festival

After their decisive victory over CRDL, Team LHSR had a short meeting with Goodwitch to congratulate them and remind them about tomorrow's formal announcement ceremony. Most of the information would be sent to the team leaders within the hour. At the time, Lilly had wondered why Miss Goodwitch hadn't just given them the details in person, but the reason became clear by the time they made it to the elevator.

"I'm beat," Smit moaned from behind her. The chorus of groans his statement summoned proved they all felt the same.

When they'd left the fight, they'd barely been able to contain their excitement, recounting key details of the battle to one another, despite all of them having been there. That adrenaline high met its untimely demise in the cramped, metal box that ascended to their dorm's floor. All the anticipation over the last day, coupled with the general buzz of energy around the Festival, had built up to this crowning moment of sweet victory. Unfortunately, with the major hurdle now behind them, the sheer exhaustion of the last few days finally caught up.

"Must...sleep..." Honey droned, half-asleep against the elevator wall already. Randi took position behind the small girl to keep her from falling, but even she looked a little run down. Honey stumbled slightly as the elevator jolted to a stop, stumbling forward in a daze like some sort of zombie.

Despite her own sudden crash, Lilly put on a brave face and led her team down the hall. "C'mon, guys. We're almost there. Just a little further and we can all relax for a bit." Smit perked up slightly, mouth opening to say something. Lilly rushed to spit out, "Dibs on the shower!"

"Di– dang it, Lilly!"

Lilly tried for a smug grin, coming close enough before giving up. _Maybe I can get Smit to go grab us dinner or something._ All she wanted was to take a quick rinse and then collapse on her mattress for the rest of the day.

Which is why she felt less than thrilled to see a familiar quartet of girls assembled outside their room's door. Yang banged her fist against the unyielding wood while the other three waited behind. _On second thought, maybe I don't need my bed. The roof should be nice and quiet..._

Any further thoughts of escape were dashed as Ruby glanced their way, quickly ratting them out to the others before Lilly could dive around the corner. Lilly did her best to straighten up as RWBY waited for them, blocking her route to sweet slumber in the process.

"What are you doing?" she demanded, lacking any real heat.

Rather than answer what Lilly considered a perfectly fair question, Yang pushed past her teammates. The way she bounced eagerly had Lilly's fist itching, if only because it was unfair anyone could be so energetic while they felt drained of all life. "So, what happened?" Yang asked. "You guys take down CRDL or what?"

"The results will be announced tomorrow," Lilly tried, hoping to brush Yang aside in the process. Sure, the win was huge for them, but Goodwitch had stressed yesterday to keep the information of team selections quiet. Besides, knowing Yang, the questioning wouldn't stop there. She'd want to hear every last detail. Probably demand they reenact Honey's punch, too. Granted, watching Cardin somersault through an ice wall was priceless. The look on his face when he realized what they'd done was still freshly etched in her mind, bringing a small smile to her lips before she mercilessly squashed it.

Yang didn't miss it.

"You won?" Yang asked excitedly, waiting to see if any of them would deny it. When no one did, she surged forward, scooping Lilly up in a tight hug and spinning in celebration. "You won! I can't believe we're all gonna be in the Tournament together. Team Beacon's gonna crush it!"

"Can't...breath..." Lilly wheezed, finally earning her freedom from her enthusiastic friend.

"Heh, sorry." Yang's apology didn't dull her excitement as she confirmed Lilly's worst fears. "You have to tell us everything. Details, girl. Details!"

Lilly doubted she had long before her face became acquainted with the rough carpet beneath her. Thankfully, Randi came to her rescue. "Perhaps this would be better discussed in our room. Never know who might be listening in, after all." Considering the emptiness of the hall and that only Beacon students had any reason to be in their building, let alone their floor, the excuse was pretty weak. Luckily, it still did the trick.

Lilly nearly smashed her scroll against the door's panel before leading both teams inside and unceremoniously tossing the small device on the bookshelf beside her bed. Had the window been open, it probably would have sailed out to the hard pavement a few stories down, but it seemed fate was feeling kind today as the swinging glass held firm.

Yang felt no such kindness, plopping herself down on the foot of Lilly's bed before she could lay down. "Enough stalling. I wanna know how badly you beat those turd-nuggets."

Lilly rolled her eyes at Yang's less-than-eloquent description, claiming the head of the bed and leaning against the wall for support. Honey shared her mattress with Ruby, while Smit got his all to himself. _Must be nice to be the only guy,_ Lilly grumbled to herself, jealous that he could stretch out while she was forced to share. In typical Randi fashion, their faunus teammate elected to stand out by leaning against the bookcase while Weiss and Blake stayed standing, feeling a little less comfortable with claiming the open mattress in someone else's room. Lilly wished their manners would rub off on the blonde hogging her foot space.

"Fine," Lilly relented, knowing better than to try and wait out Xiao-Long. "We won, obviously. They weren't able to eliminate any of us."

"Impressive," Weiss complimented, cupping her chin in thought. "You must have had quite the strategy to earn such a decisive victory."

"Nah. They probably just let Randi do all the work while they watched."

"No we didn't!" Lilly angrily denied, glaring at Yang for the suggestion. "We all fought hard. Smit and I took...wait a second." Lilly stopped herself as she noticed the grin on Yang's face. "You're just trying to get us to reveal our strategies, aren't you?"

"Who, me?" Yang proved yet again why she didn't get the lead role in their school play at Signal. The loud _thwack_ as Weiss slammed her palm against her face further proved their plan.

Lilly addressed the smarter of the two conspirators. "Nice try, but we're competitors now. You'll have to spy on us some other way."

"That's what I get for trusting Yang," Weiss growled eyes narrowed at her offending teammate. "You can't blame a girl for trying."

Given how much Lilly and Randi had been spying on their classmates recently, Lilly couldn't really be mad at Weiss. If anything, she felt a little flattered that they were apparently worth worrying about.

"First of all, Weiss-cream, it's not my fault your plan stunk." Yang stuck her tongue out as Weiss threatened retaliation, daring the smaller girl to try before turning to Lilly. "And secondly, you're no fun," she huffed, crossing her arms like an petulant child. After a few pouty seconds, she quickly perked up with a new idea. "Guess I'll just have to find out on my own."

"And just how do you intend to do that?" Lilly scoffed.

"Simple," Yang grinned back, confident of her victory. "Hey, Ruby, you've got access to that video archive thing, right? Goodwitch posts all the fights there. We'll just download it and watch later." Yang's victorious smirk only lasted a moment as Lilly returned one in kind. "Ruby?"

Everyone turned to the young girl, who was furiously tapping on her scroll. "I'm trying," she insisted, though the way her brow furrowed proved her latest attempt had failed. "It won't let me."

"What?"

"Getting your sister to download the video hardly counts as doing it yourself, Yang," Lilly laughed, drawing the attention of her former nemesis once more. "Also, Miss Goodwitch said the video would only be available to us and Cardinal, since it was a private match. Unless you think you can convince Cardin to download it for you, don't waste your time." Lilly glanced to her partner. "Besides, considering how badly Honey trashed him, I doubt he'll be in a sharing mood."

"Wait, Honey took on Cardin?" Ruby gasped, staring at her friend for confirmation.

Even though she didn't want to give _too_ much away, Lilly figured a detail like that would help satiate Yang's demands for a bit. Heaping some extra praise on Honey wouldn't hurt either. _Finally making progress with her. No way am I gonna lose that momentum._ "Honey fought him alone most of the match. Sent him flying across the ring at one point."

Honey's cheeks reddened at the sudden praise, sitting just a little taller as everyone learned of her involvement. "No way," Yang chuckled, more out of shock than disbelief.

"Yeah, you should've been there," Smit chimed in with a wink to Lilly, signaling he was in on her plan. "I don't think I've ever seen Cardin so upset. He barely even hit her the entire match, and even those were just glancing blows at best. She was still in the green at the end."

"Really?"

"Hey, if you don't believe me, just check Cardin's face tomorrow. Not sure how he's gonna hide that shiner."

Yang's cheer cut off halfway as her scroll beeped. The room went silent as everyone nosily tried to catch a glimpse of what she was looking at, but they didn't have to wait long. Yang nearly fell off the bed laughing, dropping her scroll in the process for everyone to see. On it, a short clip played on a loop, showing Honey send Cardin flying during their fight. It didn't take Lilly long to figure out how she'd gotten the video, turning just in time to see Randi putting Lilly's scroll down. The two locked eyes for a moment, but Randi just grinned sheepishly.

"That. Was. Awesome!" Yang picked herself off the floor, rushing over to Ruby to show her and Honey. "Where'd you learn moves like that?"

"Smit's been training me to fight hand-to-hand," Honey admitted with a nod to her trainer, "but Lilly was the one to come up with the idea for my Semblance. I'd never tried something like that before. Guess he never saw it coming, either."

While Honey's offensive capability was LHSR's new secret weapon, she figured telling RWBY would be harmless. Honey wouldn't be fighting after the first round, anyways, so they could still use it in their first fight without worrying about saving it for later. RWBY would know better than to spread it around, although JNPR was likely to receive a copy of the video soon. There weren't really any secrets between their teams, after all.

In the unlikely event they faced their sister team in the first round, Honey's new attack wouldn't be much use, anyways. Ruby was too fast, Weiss preferred to keep distance, and Blake's clones made her an unreliable target. Honey may have been able to keep pace with Cardin for a bit, but Lilly knew the same wouldn't work against Yang, so that was out of the question, too. Besides, focusing on Honey had been a risky gambit. Lilly wasn't sure she'd be willing to repeat that in the Tournament.

As the rest of the room gathered around to watch Honey's epic strike, Lilly thought back to what followed. Cardin refused to give in and took on all four of them at once. It was hopeless from the start, but she couldn't fault him for trying anyways. He'd even managed a few hits before going down, taking both her and Smit into the yellow. Randi held back a bit, as planned, while Honey shifted to her normal support role.

Cardin took longer than expected to go down, but he couldn't hope to hold out against a full team. Smit and Lilly danced in and out of range, both alternating between melee and ranged to keep him busy. Little by little, they chipped away at his defenses until Smit could find an opening for the final blow. Cardin overextended in a strike at Lilly, taking out a small chunk of her aura in the process. Smit rushed in immediately, but Cardin managed to bring his mace back for another attack – one that might have seen Smit dropping into the red. Cardin lunged forward...only to come to a sudden stop as a bright red whip ensnared the shaft of his weapon, halting his attack mid-swing. Off-balance, Cardin had no way to block the roundhouse kick to his head – something Smit said he'd learned from his buddy Mercury. The kick forced Cardin's aura a single point below the limit. Even then, Cardin rose defiantly to continue, only to find himself levitating a few inches as Miss Goodwitch called the match, floating him back to the edge of the mat to ensure everyone complied.

Lilly shook off the thought as her scroll vibrated on the wooden surface beside her. At the same moment, Ruby and Blake both jumped as the smaller girl's scroll let out a loud bark. Ruby laughed nervously as Blake glared at her offending leader, then quickly checked her message. Lilly did the same, reading the details out loud once she noticed the subject line.

"It's from Miss Goodwitch," Lilly announced, skimming the content as the room quieted. "The announcement ceremony is at one tomorrow. They've set up some sort of stage near the middle of the fairgrounds."

"Oh yeah. They had a bunch of live music there today," Yang explained. Like most of the student body, RWBY had spent the day at the Festival. Lilly looked forward to checking it all out tomorrow, since she was way too tired to bother with it today. "It's pretty close to the food stalls."

"Makes sense," Lilly explained. "People like to sit for music, and most will feel guilty about taking up seating near the food stations without buying something."

"The music also encourages people to stay in the area, thus increasing sales of beverages and snacks," Weiss added, smiling at Lilly as the two analyzed the business strategies the city was employing.

Yang rolled her eyes, mumbling something about sucking the fun out of everything. Lilly ignored her complaints as she continued reading. "All teams should arrive at least thirty minutes early. The head of the Vale Council will kick off the ceremony, with a representative from each school introducing their teams." Lilly quickly scanned through details on dress code, behavior, and more, since it pretty much matched the school rules. They were encouraged to wear their combat attire, since that would help people recognize them in the Arena. "Afterwards, there'll be a short meeting for all of us, then we'll be free for the rest of the day." She smiled as she read the brief congratulatory note at the end, then put her scroll down again.

"They probably just want to go over details of the Tournament," Blake guessed. "Maybe let us meet the other teams, too."

"A chance for us to get to know the elite teams from across Remnant," Weiss amended. "This will be a great opportunity to establish comradery with the most promising talents of our generation."

"More like a chance for Weiss to do some more spying," Yang stage whispered. Lilly felt that the pillow Weiss launched was deserved, even if Yang seemed to disagree from her new position on the floor.

"I didn't say that," Weiss protested, even if she didn't deny the accusation. "Regardless, I believe we have taken up enough of Team Laser's time. No doubt they would like a chance to celebrate their victory as a team." Unsaid was how they needed some time to rest and recover, though Weiss's slow nod to Lilly made it clear it was implied.

"Thanks, Weiss," Lilly gratefully replied as RWBY rose as one to leave. "We'll see you guys at the ceremony tomorrow."

/- - - - - - - - - -/

Morning came far too early, but thanks to the heavy curtains in their room, it failed to rouse the sleepy team. Lilly had set their typical alarm back two hours to give them some extra rest, which felt incredible. Aside from the short recovery after their mission, they hadn't really had a chance to relax in what felt like forever. Classes, team missions, terrorists, Grimm, qualifying for the Tournament...looking back, it was more than just the fight that left them feeling so drained. Even during their break, Lilly had kept busy with her family and her team kept training. Now, with a few days to basically do nothing, their bodies had finally had enough. She never realized just how important the week before the Tournament really was.

Sure, it was great for Vale's economy, given the extra tourism and sales at the Festival, but it also meant a week of rest before the Tournament. It also ensured the competitors would be in top form when the fighting started, thus guaranteeing a more entertaining event. Basically, a win for everyone.

When they did finally get up, Lilly realized they still had a few hours to kill with no plan. _And how nice it was to not have to plan anything._ Instead, they'd all decided together to just enjoy the Festival as a team. Randi was the one to actually come up with a basic agenda, even if it ended up being pretty loose. With only a few hours until the ceremony, she recommended checking out the commercial section of the Festival. Small stores had been hastily erected for higher-paying businesses, while the rest of the space featured various booths and stands from all over Remnant. You could find almost anything there, supposedly. Smit was dead set on finding some snack from Atlas to share with them. Randi, on the other hand, wanted to check out a bookstore from Mistral, hoping to find the latest novel in some series by a local author back home. Having never really travelled outside Vale, Lilly just wanted to see all the other cultures' wares.

So it was that the team soon found itself meandering through a maze of stalls. The crowds were a little thinner than she'd expected, but she figured it would be heavier in the evening. People still had jobs, after all, even if many had the week off. With lunch not far off and a sizable amusement park taking up a large portion of the fairgrounds, the other sections likely drew a significant amount of the foot traffic as well, which was fine with Lilly. Shoving through throngs of civilians didn't sound like an enjoyable morning.

"You've got to try this," Smit insisted, tossing Lilly some sort of candy bar she didn't recognize as he tore into one of his own. "Mm. So good."

Lilly tried to ignore the strange looks Smit received from a few passersby as he hummed through a mouthful of the sugary snack. Looking down at the bright wrapper, Lilly arched an eyebrow at the weird name. _Smackerel. What on Remnant is a smackerel?_ The wrapper hardly helped, simply claiming it was "for the rumbliest of tumblies," whatever that meant. Peeling off the noisy casing revealed a smooth stick of chocolate. Whatever lay inside remained a mystery, leaving few options if she wished to ascertain its promised secrets.

Carefully, she took a small bite, letting the strange mixture of tastes sit on her tongue as she tried to figure out what she'd just eaten. _Chocolate, obviously, although it's a pretty thin layer. Lots of peanut butter, but I think it's mixed with some sort of honey. Decent crunch, too. Tastes like pretzel bits are mixed in there._ It wasn't bad, admittedly, even if she'd rather just have the chocolate. She wasn't about to moan in delight like her teammate, but she had to assume it was different for him – not just in personal taste, but in nostalgia as well. Maybe it reminded him of a simpler time. Maybe he had some sort of fond memory around it. Or maybe he just really, really liked the taste.

Smit scarfed down the rest of his, watching Lilly as she took a larger bite. She could think of several candy bars she liked more, but it wasn't a bad taste or anything. She could admit to enjoying it a little, but decided to throw him a bone and play it up a bit. "That's pretty good. Are those pretzel bits in the peanut butter?"

"Yep," Smit smiled, thrilled that she liked it for some reason. "They mix it with honey imported from Mistral. It's my mom's favorite. She used to buy me one every time she came back from a mission. Got me hooked on them at a pretty early age." _Well, that explains the obsession a little._ Taste and smell tended to have a strong link to memories. If a food had a great taste, you'd enjoy it. If it could remind you of a happy moment in your life, you'd eat it every chance you got. For Smit, it might very well remind him of the time before his mom's injury.

"Well, she has good taste," Lilly managed between bites. With only a little left, she turned to the other two and asked, "Either of you want to try?" Neither accepted, insisting she enjoy it. The way Randi smiled as she turned her down made her suspect they saw it as a gift between lovers rather than a team experience. It didn't help that Smit had only bought one for her.

She'd thought that would annoy her, but she'd been noticing little things recently that had her thoughts wandering a bit. The way Smit held the door for her. How he watched her so intently as she tried his favorite snack. Even the way he walked next to her, just far enough not to bump into one another but not much further. It wasn't the actions themselves that caught her eye, however. Rather, it was something about Smit himself that she couldn't ignore.

Back before he'd confessed his feelings for her, he'd always seemed so relaxed around her. Whether they were sitting around sharing stories or working out, he always appeared more at ease when she was nearby. Then, as soon as she agreed to give him a chance, things changed. Sure, he smiled more, especially when they were together, but he stood more rigid than usual, too. There was always some sort of hesitation in the way he carried himself around her. A sort of timidity that she'd never seen in him before. He hid it pretty well, but the more she looked, the more obvious it became.

All morning, Lilly tried to figure out what was wrong. She'd run through a list of ideas, discarding each as they failed to summarize what she saw. Eventually, despite her repeated denials, it became clear what bothered him so much.

Her.

It probably should've been obvious, but the same could've been said about Smit's feelings for her in the first place, which she'd missed originally. She assumed some unease at the start of a relationship was natural. He had deeper feelings for her, so he would be eager to prove himself and win her affection, but this felt like more. He looked like he was waiting to fail. Having analyzed fighting styles for years, Lilly tended to recognize small movements for what they really meant. Smit had the look of someone ready to retreat at a moment's notice. Like a thief fearing they'd be discovered, he tiptoed into their relationship lest she suddenly attack and end it.

 _He was so confident a few days ago. What changed?_ Only three days ago, Smit had mustered up the courage to tell her how he felt. Sure, it took him a while to build up to it, but once he got going, everything just sort of rushed out. He'd been so straightforward and honest with her then. Somehow, in less than seventy-two hours, all that confidence had fled.

Eventually, she'd looked back over the last few days to see if she could figure out what happened and came to a simple conclusion. After his confession, she'd promised to give him a chance and even gave him a hug. It didn't sound like much, but it was a big step for her. They'd come back to the room and everything was great...until the next day. Then came the announcement of their chance at a spot in the Tournament and the end of her interest in anything else. She'd thought his little advances annoying – stupid distractions that wasted valuable time. She'd allowed it at the time, preferring not to cause a big scene right before the fight with CRDL, and hoped that would be enough for him while she focused on the task at hand.

Of course, just allowing it wasn't the same as taking his feelings seriously. At first, it was tolerance. Then his attempts annoyed her, not because she didn't like him, but because she had something more important to focus on. Problem was, what wasn't important to her turned out to be vital to him. Sure, she hadn't dumped him or anything, but their relationship had grown chillier than before their mission. She'd found herself pulling away when he came closer, instinctively trying to avoid anything that might keep her from preparing for the spar.

It was the Breach all over again. Back then, she'd ignored the feelings of her team as she rushed into the fray, forcing them to choose between helping people and staying with her. She still felt the decision was the right one, but she'd handled it horribly. At least then she'd been focused on a massive terrorist attack that threatened the entire city. This time around, she'd been too worried about qualifying for the Tournament to bother with Smit's feelings. Ignoring a teammate to save lives could be forgiven, but their match with CRDL was just for a chance in the Tournament. She'd basically decided her own ambition mattered more than her teammate's – her _boyfriend's_ – feelings, even if the term didn't feel right with how they acted right now.

 _Why do I hurt everyone I care about?_ She really did want to give him a chance. He'd already proved he was willing to put in the work necessary. If the roles were reversed, she wasn't sure she'd be as patient as Smit had been with her. Despite all his effort, though, all he'd been met with was indifference and, in some cases, scorn. Honey and Randi seemed torn about it, too. On one hand, they wanted to help things work out between the two, but the pitying looks Honey kept shooting when Smit wasn't looking bothered Lilly, now that she'd begun to notice them. Randi seemed to spend a lot more time with Smit lately, likely trying to cheer him up after his many failed attempts.

 _And to think I was worried our relationship would hurt the team._ Turns out, it did, but not in the way she'd feared. Rather than isolating the other two or tearing the team apart if they broke up, her own negligence had put Smit on edge, made Honey sad again, and had Randi working overtime to try and keep her partner going. _It's official. Worst girlfriend ever._

Randi's attempts to help Smit were admirable, but fixing this was Lilly's job, not hers. She knew she needed to talk to Smit and apologize, but she never could seem to bring herself to start the conversation with others around. Sure, Honey and Randi wouldn't care, but that didn't help Lilly's anxiety in the slightest. They'd be spending the rest of the day together as a team, leaving her in a bit of a bind.

 _We don't really have plans for tomorrow, though. Maybe I'll suggest we spend some time together then._ He _had_ suggested going to the Festival together. Maybe tomorrow would be a good opportunity for that. Until then, she wasn't sure what she could do to make things better, but at least she had a plan.

Her scroll silently buzzed in her pocket. _Eleven thirty. Only an hour until we need to be ready for the ceremony._ "We should go grab some lunch. No telling how busy the rush will be, especially with an event this afternoon." Plus, she wanted to make sure they were done a little early. Miss Goodwitch had said to get there by twelve thirty, but Lilly planned to abide by her father's old adage. _Ten minutes early is five minutes late,_ meaning she intended to get them to the ceremony by quarter after.

Smit sidled up beside her. "Hey, Randi. Know any good Mistralian food we can try out?" Lilly made an effort to step a little closer to him in return, softly leaning against his side. Such a small act had him gulping suddenly, but he tried to keep focused on his partner as he awaited her reply. Lilly didn't miss the widening of his smile, though, nor the way his eyes briefly darted down to her before snapping back when he saw her watching.

Randi took her time thinking of a response. Lilly doubted it was for lack of an answer though, given her sly smile as she looked to Lilly. Apparently, she wasn't the only one enjoying Smit's reaction. "I've got a few ideas. Let's go see what they have."

Lilly stepped off first, leaving Smit to catch up after she broke contact. He stood a little taller, even if he still made sure to keep a small distance. Lacking a good chance to talk things out, she figured returning his little advances would help for now. Lilly didn't really intend to toy with him, but it sure was fun.

/- - - - - - - - - -/

Lilly guzzled down water as they sat patiently, waiting for the ceremony to start. Letting Randi order for them had been a terrible mistake.

"How can people eat that?" she whispered to the unrepentant faunus three seats away. "I still can't get rid of the burning."

Randi had insisted she get them all an order of one of her favorite dishes from back home, returning several minutes later with four impressively large bowls of noodles. Small chunks of meat and vegetable were mixed into the starchy tangle, before the entire dish was coated in some sort of warm broth. Having slept through breakfast, Lilly had eaten nothing but a candy bar all day and ravenously tore into the food. It proved delicious at first, but she'd somehow missed Randi's mischievous smile until too late. Without warning, the spices of the dish finally caught up with her. It started as a slow warming, but quickly escalated into an inferno that burned all the way down her throat. She and Honey nearly tipped the table over as they simultaneously dove for their drinks, only to flinch back on the first sip of soda, which simply intensified the burning.

Several bottles of water and a small loaf of bread later – along with a much-deserved punch delivered to Randi's arm – the pain subsided a bit. Apparently, the psychopaths of Mistral had developed a sort of dust-based spice that had a delayed release. Smit enjoyed his, proving only half the team retained any sort of sanity. Randi claimed she was just used to spicier foods, but even she was sweating a little. It was clear to Lilly that she'd purposefully put them all through edible torture just for her own amusement.

Not for the first time, Lilly swore vengeance against the smug faunus.

Only a few teams had arrived so far, with Miss Goodwitch directing each to their assigned seats. The stage had only a few chairs and a single, ornate podium. On either side of the stage, however, small clusters of chairs had been set out for the various teams. They'd been directed to the third row of seats on one of the outer sections.

Miss Goodwitch had explained a few quick details when they arrived. The seating was divided between each school. If you faced the stage, then Mistral and Atlas had the sections to the left, while Vacuo and Vale claimed the right. To the left of the podium, Ozpin sat beside a rather large gentleman, who incessantly talked the Headmaster's ear off, laughing boisterously at his own jokes. Ozpin bore it all with a pleasant enough smile, but Lilly recognized the look on his face. Many a student wore the same expression in Port's class, tuning out a no doubt ridiculous tale while trying to look like they were listening. Unfortunately for the Headmaster, the only other seats on the stage sat on the other side, meaning he had the man's full attention all to himself.

The other four seats all remained empty, but Lilly assumed they were intended for the representative from each Kingdom, who were stationed near their corresponding student sections at the moment. She recognized the representative from Mistral – a woman with long, dark hair and skin similar to Randi's. If her rather tight outfit wasn't recognizable enough, the small scar on her forehead helped. Oobleck had let her teach one of his lessons a few weeks ago about Mistralian history. Lilly tried to recall the woman's name. _It started with an F. Far-something. Farhad? Farva? Farquaad? Oh, wait! Farleigh!_ Mercury's team were the only ones to arrive for Mistral so far, but she could see Sun's team finishing their meal at a nearby table.

Unlike Mistral and Vacuo, the Headmaster of Atlas, Ironwood, had traveled with them. Surprisingly, though, he wasn't in attendance for the ceremony. Instead, Weiss's older sister stood confidently before her section. All of her teams had already arrived and were sitting perfectly straight, barely even moving as they stared off at nothing like a bunch of robots. _Suddenly, I'm glad my parents vetoed letting me attend there. A little strict for my taste._ People often joked about Atlas focusing too heavily on their military. Lilly finally understood what they meant.

Not a single team had arrived for Vacuo, nor did she recognize their representative, who had claimed one of the chairs for themselves as they awaited the arrival of the students. Lilly couldn't believe the students would be so lazy as to not arrive on time, but the teacher didn't seem too concerned, so maybe it wasn't that unusual. As long as they got to their seats before the ceremony started, it would be fine. They didn't really have to do anything, after all.

The extent of their instructions were to sit quietly until their name was called, then stand for a few seconds and sit back down. Really, it all sounded pretty boring, especially since Vale would go last as the host Kingdom. LHSR would be the second-to-last team called, after JNPR but before RWBY, neither of which had arrived yet. CFVY lounged in the front row, confident despite being the most exposed in their section. The older years had a matching section beside them and would be called first.

 _I was kinda hoping the Headmasters would all make an appearance._ Sure, she'd met Ironwood and quickly become disillusioned with the man after his treatment of Smit, but surely the other two would be more agreeable. She hadn't heard much about Professor Theodore. On the other hand, she'd seen several news stories on Professor Lionheart over the years, mainly due to him being a faunus. He was also a close friend of Ozpin's, but she kind of figured all the Headmasters were close to one another, given how much they worked together.

Lost in her thoughts, she didn't notice the arrival of the rest of the Beacon teams until a hand slapped onto her shoulder. "Remnant to Lilly. Anyone there, over?"

Lilly could only roll her eyes at her friend's stupidity, pulling her shoulder free. "Hey, Yang. Glad to see you all finally decided to show up."

"Hey, I'll have you know we got here with a whole three minutes to spare, thank you very much!"

As Yang sidestepped down to her seat behind Randi at the far end, Lilly was pretty sure she heard Weiss mumble something about lazy teammates. Ruby did a great job leading her team, but Lilly often wondered if Weiss would be more organized than her energetic partner. Ignoring the idea, she looked to Jaune and asked, "Sorta expected Yang to be late. What happened to you guys, though?"

"We, uh, may have followed them around this morning," Jaune admitted, ducking his head a little. "Kinda lost track of time at the game booths."

The small swan that Pyrrha clutched to her chest proved it hadn't been in vain. Meanwhile, Ren was busy attempting to fit a rather large, stuffed Beowulf under his seat while Nora insisted he hold onto it to avoid getting grass stains on it. Lilly dreaded to imagine what booth she'd obliterated to earn a prize like that.

As the teams discussed what they'd been up to all day, a chorus of voices nearby began to grow. The various news outlets from across Remnant had all gathered and were chattering excitedly into their cameras. She could only catch bits and pieces of each as they spoke over each other. A crowd had already gathered nearby but quickly increased in number as the excitement built, drawing passersby into the fold as the final minutes ticked away. As Beacon Tower chimed the hour, Ozpin calmly strode to the podium, drawing silence from the assembled media and the attention of all in attendance.

"Good afternoon, everyone, and thank you for coming to the Vytal Tournament Naming Ceremony." Ozpin paused to allow some polite applause. "As I am sure you are aware, next Monday will mark the beginning of the fortieth Vytal Tournament. Each Kingdom has selected eight teams to represent them, which are seated before you. These students have all worked hard to reach this point and represent the future and safety of our peoples." The applause was a little louder this time, but Ozpin raised a hand to quiet it rather quickly. "Before we introduce our competitors, however, I would like to welcome Head Councilor Roux Von Alva to say a few words."

The portly man that had sat beside Ozpin earlier rose quickly, a large smile plastered across his face as he waved to the audience and approached the podium. Unlike before, raucous cheers broke out from part of the crowd, although Lilly noticed others refused to even clap for the man.

Lilly wasn't overly fond of politics but tried to keep up-to-date on the political news of Vale. The Von Alva family had been heavily involved in politics for the last two generations, culminating with Roux being elected to Head Councilor after several years on the Council. As with any politician, there were those who despised him for his policies, while others proclaimed him the greatest leader in the history of Vale. The truth was likely somewhere in between.

His time in office had seen him spearheading several important projects. Add on a charismatic personality and relative youth compared to his fellow Councilors, and it was no surprise when he announced his candidacy for Head Councilor. His opponent, the former Head, had lost support over a renovation of the Council Chambers that ran over budget and failed to be completed prior to the start of Von Alva's campaign. Even though the entire Council, including Von Alva, had approved the project, the opportunity to tie a political opponent to a failure was too good to pass up. Announcing his candidacy from within the Chamber, with scaffolding as a backdrop, pretty much wrapped up the election from the start.

While the opinions on Von Alva's performance were somewhat varied – he enjoyed a decent approval rating, but that fluctuated constantly – he was probably most well-known for his public speeches. "Thank you, Headmaster Ozpin." Ozpin merely nodded in response as he reclaimed his seat, content to let the man take over. "It's good to see so many familiar faces here today. Even you, Lisa."

A smattering of laughter rippled through the crowd at his quick jab at Vale's leading reporter. The Vale News Network, or VNN, had recently run some negative stories regarding Head Councilor Von Alva, focusing both on reports of strife between him and a female Councilor as well as his intentions to increase Councilor salary at the end of the year, despite running a sizable deficit. Lisa was the one to break the stories and had done several scathing reports about the Head Councilor over the years, dating back to his early days in politics. The VNN was often critical of the Von Alva family, leading to a perception that the two entities hated each other. Lately, that had cooled down, but Lisa still made a convenient punching bag when needed. The veteran reporter was used to such treatment and largely played along, knowing that to fight against the playful prodding would backfire stupendously.

"Of course, I'm also thrilled at all the new faces that have graced our fabulous city the last few days," Von Alva continued, gesturing to the crowd beyond. "The Vytal Festival is a time for all peoples of Remnant to come together in remembrance of the tragedies of the past, but also in the celebrations of our glorious future. Together, the four Kingdoms of Remnant stand strong against those that would wish us harm. Atlas. Mistral. Vacuo. Vale." He paused at each name, allowing for a brief moment of applause from those in the crowd. "Four Kingdoms brought together for a singular purpose, made stronger in unity and committed to the furtherance of all of Remnant.

"It is in that spirit of ambition that we mark the beginning of the fortieth Vytal Tournament. As the Headmaster so eloquently stated, before me sit some of the finest of the next generation. Warriors who have taken up the cause of our defense against the vile creatures that even now seek the destruction of all we hold dear. Like the Huntsmen and Huntresses before them, these brave souls have vowed to uphold the sanctity of other's lives. Today, we celebrate their faithfulness and invite them to demonstrate their abilities in the Amity Colosseum!"

The audience stood, cheering his words of encouragement as the students awkwardly endured the sudden attention. Lilly did her best not to roll her eyes on camera, even if his words seemed far too pompous for the occasion. Sure, he could try to paint it as some great show of unity and cooperation, but at the end of the day, it was a bunch of Huntsmen-in-training beating each other to a pulp for a trophy and fame. She doubted any of her fellow combatants felt any differently, as much as some would deny it.

Von Alva droned on, expounding upon the history of both the Festival and the Tournament. He pointed to the unity of the Kingdoms while lifting Vale up above the other three. The flowery words impressed the crowd, but it all sounded like useless drivel to Lilly. _We're all equally great, but I'm greater than all. How typically political._

The speech wore on and on, somehow enthralling the masses while the assembled students began to fidget, eager to be done. _Couldn't he waste time afterwards? Just let them say our names and dismiss us already._ Lilly knew the real reason he took his time, though. On top of the chance to give such a public speech at a ridiculously popular event, being flanked by the competitors further boosted his image. Basically, the students had become props – political set pieces to bolster a man's reputation and help ensure his eventual reelection. The thought annoyed Lilly, but there was nothing she could do about it. Better to endure it and not cause a scene. Eventually, he'd have to run out of steam.

"Smit wants to know if we want to check out the amusement park after this," Honey quietly asked. She didn't turn to Lilly for fear of drawing undue attention.

Lilly shot a quick thumbs-up for her team to see, keeping it low so the bodies of CFVY and JNPR shielded the motion somewhat. "Sounds good. At this rate, though, that might not be until tomorrow."

Honey stifled a laugh as best she could, kicking Lilly lightly for the comment as she passed word down of Lilly's agreement. Mercifully, Von Alva's speech soon came to an end as he waved his hand over to the four representatives.

"Now, at this time, I'd like to welcome each school's representative to introduce their teams, beginning with Miss Rebecca Farleigh of Haven Academy in Mistral." Von Alva slowly stepped backwards, lingering just off to the side and clapping as the woman approached. Just before she reached the podium, however, Von Alva reached out to shake her hand. The teacher caught on quickly, giving his hand a single pump and holding the pose as several flashes went off, then turned to the podium to introduce the Haven teams.

Each team stood when called, as cameras flashed and people clapped and cheered. Some bore it well, while others awkwardly shuffled in place, waiting for their chance to sit back down. Once the Mistral teams had been called, Miss Farleigh introduced Specialist Winter Schnee and the process repeated for the Atlas teams, although they all stood ramrod straight at attention when called, eyes fixed on some unknown point beyond the horizon.

The serious tone of Atlas was quickly washed away by the Vacuo teams, however. Sun's team actually played the crowd, earning a few squeals from some of the girls in the audience. Lilly was pretty sure she saw a group holding up posters of the four boys' faces – well, three faces and one glorious set of abs.

Finally, Miss Goodwitch took her turn, introducing each team in alphabetical order. CFVY had a loyal gang of followers, but once JNPR stood, it became clear who the crowd favorite was. Lilly nearly went blind from all the flashes as Pyrrha Nikos drew all eyes without trying. Mercifully, Miss Goodwitch let the buzz die down a little before calling their team next, making sure their name was heard. Even then, some of the reporters were too busy talking about the Invincible Girl to even look their way. RWBY followed as the final team.

"Thank you, Glynda," Head Councilor Von Alva said, reclaiming the podium scarcely a second after Miss Goodwitch stepped away, giving a small, respectful nod in return as she reclaimed her spot next to the other representatives. "Now, let's hear it for this year's competitors!"

Von Alva led the way with a trio of thunderous claps before stepping forward and holding his hands out towards the assembled students, palms upward. With a quick wave, he had them all on their feet once more to endure the drawn-out applause. The moment he returned to the podium, all of them hastily sat back down, eager to be finished with the whole ordeal already.

"And a big thank you to Headmaster Ozpin of Beacon for hosting all of these fine young people in his school!" More applause followed as Ozpin slowly rose from his seat, raised a single hand in a wave that barely made it past his stomach, and reclaimed his chair. "With that, we must conclude this meeting, but feel free to stay and enjoy the Festival. We have vendors from all over Remnant here today. Delicacies from all four Kingdoms can be found in our food court directly behind you. As I understand it, we have a concert starting in three hours, with Achieve Men scheduled to perform later this evening."

Von Alva carried on for a couple minutes, detailing various services and events available the rest of the week. All of the information was available on the various display screens scattered around the fairgrounds, of course, but it never hurt to play up how much Vale had arranged for the populace to enjoy. A few reporters lingered to hear his announcements, but most had packed up and disappeared after throwing it back to their newsrooms, who were no doubt going over the teams in detail already. Lilly felt a little weird knowing her face could be broadcast to every Kingdom as the next few days would undoubtedly focus on picking apart each team in preparation for the Tournament next week.

As the Head Councilor finished his rambling speech, thanking everyone for the hundredth time, the four representatives quietly descended upon the students with further instructions. "Before we release you, Headmaster Ozpin would like to have a quick meeting with all competitors regarding the Tournament. As soon as you are dismissed, you will follow me to the conference room."

Lilly nodded along, already knowing about the meeting from the instructions sent out last night. She was relieved that Ozpin would be handling the meeting, rather than the boisterous politician on stage. _That man sure can talk._ Ozpin, on the other hand, always seemed to be driving towards a point in his speeches, keeping them relatively short, which Lilly felt grateful for.

It still took another fifteen minutes or so for Von Alva to wrap up his speech, complete with self-praise and bragging on the extensiveness of Vale's Festival. Afterwards, the teams were quickly ushered behind the stage to a nearby building at the edge of the food court. The entire thing was basically one big room with a small bar area off to the side, although the alcohol was nowhere to be seen, of course. A small section of the floor was raised at the far end of the room as a sort of platform. While the other three representatives quickly shuffled to the side, Miss Goodwitch pushed her way through to the front of the room to address everyone.

"Thank you all for your patience," she began, conversation quickly fading away as all eyes turned to the woman. "Headmaster Ozpin would like to address you all regarding some upcoming events. He should be here any minute. Feel free to talk _quietly_ amongst yourselves until that time."

 _Upcoming events?_ That was new. All Lilly knew about was the ceremony they'd just come from and the Tournament itself. _Are they going to make us sit through an explanation of the rules or something?_ Miss Goodwitch had explained the Tournament fighting rules a dozen times already, but maybe the other schools were less thorough. She couldn't think of any other reason for more meetings, though. _Guess the Tournament's not all fun and games._

"Finally," Smit groaned. "I thought that windbag was never going to shut up. We could've wrapped up the entire Tournament by the time he finished thanking himself."

Lilly couldn't find it in herself to disagree. "He's a politician, and elections aren't far away." Unless some major scandal or tragedy occurred, though, he would probably win again. People had a way of voting for whoever already held office. _Better the evil you know, I guess._ "He's just trying to pad his numbers a bit before the election cycle."

"Looked to me like he had enough padding already," Smit said, squatting down as he widened his stance and puffed out his cheeks. He held his arms out a little wider to account for his imaginary girth before starting his own speech, sounding like his mouth was full of taffy. "Thank you all for coming to look at me. Blah, blah, blah. And thank me for letting you be here. You should all feel honored to be in my glorious presence."

Lilly slugged him in the shoulder, even if she couldn't help but laugh. A nearby team of girls giggled at the impression. Lilly recognized Dew from her flight back to Beacon at the start of the semester and waved to the girl. Dew smiled back, but any chance for the two to talk was quickly stolen away as Ozpin entered the room. Smit nearly fell over trying to recover from his impression before the Headmaster could see him.

"Ah, thank you all for coming," Ozpin hummed as he quickly made his way forward, students parting to let him pass as his cane marked the cadence of his strides. "I apologize for taking more of your time, so I'll try to keep this brief." Lilly nearly cheered in response. "To be honest, this meeting is more to let the crowd outside disperse than anything else. We didn't want to release you straight into the crowd, lest you be swarmed by the media and your new, adoring fans. Hopefully, they will grow bored and allow you to enjoy some privacy by the time we finish here.

"That being said, we did have a few things we'd like to go over with you. Whether or not you realize it, all of you have just become famous." Ozpin paused with a smile that spoke of some internal joke. "At least, for the time being. The Tournament is often the highlight of the Festival for most. The media will likely be focused on you for the next few days, meaning the populace will see you as celebrities of a sort. As the news cycle shares more about your teams, many will begin to pick favorites, much as in any sporting event. It's not unusual for competitors to be asked for autographs, photos, and... _other_ things."

The way Ozpin emphasized the last part had Lilly's cheeks heating up. Weiss and Pyrrha once told them about their experiences as celebrities. People would follow them everywhere, waiting outside buildings for hours if someone so much as thought they might be in there, all for a chance to see someone famous. Part of the reason Pyrrha came to Beacon was to get away from the constant obsession, even if she wasn't exactly unknown in Vale either. Weiss claimed she left Atlas to expand her horizons and sample another culture, but Ruby had told Honey it had more to do with her family, which Lilly fully believed. Jacques Schnee wasn't exactly the most beloved man in Remnant, and she doubted he'd be winning Father of the Year awards anytime soon, judging by how Weiss acted anytime family was brought up.

Regardless of their reasons, though, they'd both had some...uncomfortable run-ins with fans. Fan mail was common, but there were always a few love notes mixed in, apparently. Some even proposed marriage, despite never meeting them. Then there were the creepy ones that sent photos, locks of hair, or other awkward things. In public, people would clamor just to touch them, as if fame was somehow contagious and could be passed on. People had even been arrested for taking their obsessions too far and trying to break into their homes. Some claimed they just wanted to meet their idol, convinced they'd become instant friends...or more. Others sought more nefarious ends, ranging from kidnapping all the way to psychos bent on murdering someone because of their success. It seemed the "easy life" had its drawbacks, too.

Lilly doubted anyone was about to sneak into Beacon to attack her. Aside from the fact that she was a Huntress and shared a room with three other capable fighters, she figured they'd target one of her more famous friends. Still, the thought of people idolizing her or her team because of a Tournament sounded a little weird. The last thing she wanted was someone stalking her around the Festival, hoping to find the perfect moment to somehow impress her and win a spot in her circle of friends.

Her mind unhelpfully reminded her of the start of the school year, when she'd basically done the same to Weiss. _Obsessed over meeting her? Check. Watched from afar? Check. Plotted how to win her trust? Check. Great, I was a stalker._ She'd basically spent the first day trying to worm her way into Weiss's trust. It worked out, thankfully, so she could claim she'd just been looking for a friend. Had Weiss rejected her, she'd have a tough time not equating herself to one of the rabid fangirls that fought with security guards twice their size just to get a few inches closer to the heiress.

Thankfully, no one could hear her thoughts as Ozpin went on. "It is up to each of you how to handle such encounters, although I would remind you that assaulting a civilian will be dealt with harshly." Lilly doubted it would come to that, but the city wasn't willing to take that chance. Then again, she dreaded what might happen if some guy tried to get a little too "friendly" with her while Smit was around. "Now, on to more important matters. There will be a banquet tomorrow night to celebrate the coming Tournament. All of you are required to attend." Several people moaned in response, likely having already made plans. "Now, now, calm down. It won't be _that_ bad. The banquet will be held in the Beacon ballroom, so you will not have to travel far. Dinner will be served at seven, but you are expected to arrive by six. Reminders will be sent to each of your scrolls shortly.

"While you all may face one another in the arena next week, please remember that we are all fighting for the same goals. As such, I encourage you to get to know your fellow competitors during this limited time." As with every speech lately, Ozpin seemed intent on forcing them to mingle. Lilly knew a few of the exchange students, though, so she figured she was off to a good start. "We have limited seating for guests, so please notify your representative with any requests."

Randi elbowed her from the side and whispered, "Lucky you. Your plus-one's already invited." Lilly wisely chose to ignore the needling.

"This is a formal event, so please dress appropriately. Many prominent figures will be in attendance, as well as representatives from the media. It is likely that many of them will try to approach you throughout the evening. Again, I will leave it to you to decide if you wish to speak with them or not. They have been instructed not to pry, but rest assured none of them are looking for a so-called 'gotcha' moment." Ozpin made a quick set of air quotes. "It is all part of our agreement to let them attend, as the matchups for the first round will be announced later in the evening."

 _That_ certainly got their attention. "Wait, what?" Sun blurted out from somewhere to Lilly's left, putting voice to the question on everyone's mind. "I thought the selection was random."

"To some extent, it is, Mister Wukong." Ozpin's smile showed he'd half-expected someone to ask. "Rest assured, the selection process remains randomized, but the team round is always determined a few days in advance rather than at the last moment, as in the following rounds. Since the first round is split into two days, this simply allows you to know on which day your team will be called upon to fight."

In a way, it kind of made sense, even if Lilly was among those shocked at the revelation. The team round was split into two days, with eight matches each day, followed by a day of rest for everyone before the doubles round. Eight fights didn't sound like much, but when you included breaks, commentary, hype beforehand, and a lengthy intermission for lunch, those eight fights pretty much filled the day. Holding the first fight too early would deprive them of attendees. They also tried to wrap up before it got too late in the evening, allowing the crowd to meander over to the fairgrounds rather than feel they needed to turn in for the night, thus robbing the stalls of valuable business each day.

Coordinating thirty-two teams would already be a pain, especially if they were all forced to sit around in the arena, anxiously waiting to see if they were called upon next. This way, they could plan ahead for when their fight would be and ensure they made it there in time.

Of course, Lilly found herself more interested in another aspect. _If they announce it tomorrow, that gives us three whole days to make a plan!_ With that much time, she was confident they could come up with a detailed strategy. Needless to say, though, their opponents would likely do the same.

"While we will make this information available to you, we ask that you refrain from sharing with anyone outside this room," Ozpin requested in a more serious tone. "The invited reporters have agreed to withhold the information as well, since breaking it early would ensure they are excluded from the next Tournament."

Instead, they'd be able to prepare their stories and narratives a few days in advance, giving those included a distinct edge over their competition. It would also keep the major outlets from trying to dig up the information through other means while fostering a better relationship between the Huntsmen and the news media. In a profession where you were literally fighting negativity, having positive coverage would be a huge advantage.

Ozpin checked the time with a soft smile before concluding, "Well, I think we've taken up enough of your time today, don't you agree? Sadly, this room is reserved for an event in an hour, so I will have to ask you all to vacate the premises. Enjoy the rest of your day and we will see you all tomorrow evening."

By the time he stepped from the small platform, the doors had already been flung open as a few teams wasted no time escaping. Lilly waited for the initial rush to die down before leading her team out into the bright sunlight, grateful to be free of the chilly room. Eyes closed, she paused to enjoy the gentle warmth that caressed her face, only for the moment to be interrupted as an arm snagged her shoulder and yanked her to the side.

"Sooo..." Yang drawled out. "What you guys up to today?"

Turning towards Yang, Lilly noticed JNPR and the rest of RWBY assembled nearby. "Not much," Smit answered for her. "Thinkin' of checkin' out the amusement park for a bit."

"We already perused the shops this morning," Randi added.

"Cool! We were just there this morning!" Yang cheered needlessly. Ren shifted under the bulk of his giant prize as Nora hovered nearby.

"We can tell," Lilly smirked. "Looks like Team Juniper had some fun at the game booths."

"Oh, oh, oh! You should've seen Jaune," Ruby insisted, darting in front of Yang as she spoke. "I never knew he was so good with a gun. Even I couldn't hit all three ducks." Ruby grumbled something about how she could've done it with _Crescent Rose_. Lilly couldn't help but imagine how _that_ would've gone.

"Wait, Jaune?" Smit asked in apparent disbelief. The blonde boy in question quailed under the sudden attention. "You mean to tell me the only guy on your team without some sort of gun is a natural marksman? That I'll have to see to believe."

Yang's playful smirk hinted at something other than talent. "Yeah, it was insane, but I guess he pulled through for Pyrrha." The not-couple both squirmed in embarrassment, but Pyrrha's cheeks reddened even more at Yang's next statement. "He always seems to do better when Pyrrha's around. Must be a good luck charm or something. Ain't that right, Pyr?"

Jaune's expert aim suddenly made a lot more sense, given Pyrrha's Semblance. Lilly felt confident Jaune would chalk the subtle adjustments of his pellet rifle as luck or just a natural sway, but Lilly felt confident it was more than that. _Really, Pyrrha? An amazing Semblance like that, and you use it to help a guy win you a toy?_ That relationship was way too messy for her to get involved with.

"Anyways, we're gonna go check out more of the fairgrounds today," Yang informed them, leaving Pyrrha to sputter in the background. "Blake and I want to check out a few more stores today. Not much for book shopping, but it has to be better than the crap Weiss is dragging Ruby to."

"Hey!" Weiss protested as she was dragged into the conversation. "It's not crap. Atlas is having a panel discussion on a new dust type they discovered. It's a major scientific breakthrough!" Weiss stomped her foot for emphasis, but the soft grass didn't quite give the satisfying click she'd hoped for. "Besides, I didn't _drag_ Ruby anywhere. She wants to go. It's not my fault your sister is more civilized than you."

"You realize she's just hoping they talk about how to weaponize it, right?"

"Irrelevant," Weiss proclaimed, ignoring the way Ruby ducked at the obvious accusation, tapping her fingers together as she tried to come up with an excuse and failed. "Regardless of her motivations, I'd rather have her attending the panel than bouncing into people to the tune of that awful drivel you call music."

"You leave the Achieve Men out of this!" Both girls' partners wisely stepped away to let a familiar argument play itself out.

"Sorry about that," Blake apologized with a patient smile. "You know how they can be."

"What about you, Jaune?" Honey asked, stepping beside Lilly to get around the argumentative obstacle. "Any plans for the afternoon?"

"Not really," Jaune admitted, looking around for inspiration. A scream of joy and fright rang out from the small rollercoaster that had been erected near the edge of the fairgrounds. "We didn't get to spend much time in the amusement park before the ceremony. Maybe we could hang out with you guys."

Lilly wasn't sure how she felt about that. On the one hand, JNPR were pretty good friends, even if they only hung out once in a while. Jaune and Pyrrha were nice enough. Ren didn't speak much around them, but he was always kind and helpful when he did. Nora...Nora brought the excitement. Other than RWBY, they were easily the team's closest friends at Beacon, but Ozpin's words earlier had opened Lilly's eyes to a potential issue of hanging out with them in public.

She watched as another group passed by several feet away, whipping out scrolls to take photos of the group. Unsurprisingly, they all focused on Pyrrha. Off to the side, she could spot some guy with an open notebook and a pen, likely waiting for a chance at an autograph and hoping his patience would endear himself to the championship fighter. Instead, the way he half-hid around a corner and kept peeking glances at the group made him look a little creepy. A small child tried to drag her mom over towards the group, but couldn't break free of the woman's grip. Lilly didn't fail to notice the familiar outfit the girl wore, considering how closely the design mirrored the iconic armor of a certain redhead.

Maybe she should feel bad for throwing the team to the wolves just to avoid being caught up in the looming insanity, but this was supposed to be a relaxing day with her team. She really didn't feel like being a bodyguard for Pyrrha. With a guilty smile, she prepared to turn down the offer.

"Actually..." Pyrrha interrupted without warning, searching for words as she stepped forward. "Maybe it would be better to split up. We may want to discuss strategies in case we run into you in the Tournament." That...was actually a fair point. Hopefully, that wouldn't happen until the later rounds, but Lilly was certain Pyrrha would be keeping a close eye on Randi moving forward. That promised to be a brutal fight, after all. "Besides, We're competitors now. Nora might _accidentally_ fall and break someone's legs."

While the joke was spot on, it was a little odd coming from Pyrrha, who seemed to be looking past them all. Lilly followed her gaze over her shoulder to where a certain faunus stood. Randi waved innocently in return...from two feet away. _Clearly, nothing to see there,_ she sarcastically thought.

"Oh, okay then. Guess we'll have to catch up some other time." As usual, Jaune somehow missed the obvious signs all around him. "You guys have fun!" With that, JNPR departed. Absentmindedly, Yang and Weiss followed, still locked in their argument about tastes in music as their longsuffering partners waved farewell and brought up the rear, leaving LHSR alone once more.

"Five lien says Pyrrha rigged that game," Smit laughed once the teams disappeared.

"No one's dumb enough to take that bet," Lilly answered quickly. Yang had as good as outed the girl for her antics. "Guess it's progress, though. At this rate, she might actually ask him out by the time we graduate."

That seemed as good a signal as any for the team to head in the opposite direction, following the sounds of excited screams and laughter. "Pyrrha sure was acting odd at the end there, don't you think?"

"Yeah, Randi," Lilly replied to Smit's question. "Wonder what _that_ was all about. Any ideas?"

"No clue," Randi lied, maintaining a fabulous poker face. "Can't believe the Tournament is so close."

Lilly arched an eyebrow at the obvious subject change, but decided to let it go as Honey excitedly joined in. "I know, right? It always seemed so far away with everything else going on, but in just a few days, we'll get to fight in front of all of Remnant!" Usually, such a thought would have Honey shrinking in on herself, but it seemed her newfound confidence hadn't worn off quite yet. Lilly hoped it would last well into the first round. "Who do you think we'll get to face?"

"Hm...I'd think it unlikely we'd face another Beacon team so early," Smit hypothesized. "I mean, Beacon oversees the selection process this year, so I doubt they'd want to guarantee one of their teams losing like that."

"Everything's a conspiracy with you, isn't it?" Lilly bewilderedly asked. Mathematically speaking, the odds were against them facing someone from Beacon given the number of non-Beacon teams, but leave it to Smit to somehow weave some intricate plot into such a simple process. He conveniently left off the part of the other Kingdoms' representatives overseeing the selection process to ensure such an arrangement couldn't occur. "You heard the Headmaster. Everything was chosen at random, so we can't discount the possibility of facing someone we know." With how strong the other three teams were, though, she hoped it wouldn't be one of them. "Either way, I have some ideas for each of them, and I'm sure we can come up with a plan to challenge anyone in the Tournament."

"Yeah! Team Laser all the way!" Smit cheered, even if Lilly knew he had placed a small bet on JNPR already. His penchant for gambling still endured, but at least he never wagered anything unreasonable. Even if he won, his payout would be pretty small, given the miniscule amount of lien he put in and the odds placed on JNPR...or more specifically, on Pyrrha. He seemed more interested in the thrill of the bet than any actual profiting, which probably helped him avoid getting into any serious trouble.

"Anyways, let's worry about that later," Lilly instructed, bumping Smit's arm with her shoulder before he could continue his praise of their team. They had reached the heart of the amusement park already. The air carried a delicious scent of fried food and sugary treats. The occasional buzzer, bell, or siren punctured through the nonstop peddling from the game booths on either side of them.

"Step right up and win a prize!"

"A winner every time! Come try your luck!"

"Still looking for our big winner today! Could it be you, sir?"

"Come and win a prize for your lovely lady!"

Each booth seemed to have their own particular sales pitch as they fought past one another for attention. The voices mixed into a strange chorus, blending with the electronic tones of some of the more complex games. Some proclaimed the simplicity of their game. Others appealed to people's competitive nature. A few targeted passersby specifically, calling out to individuals directly rather than the crowd. It was fascinating to watch as person after person fell for the various acts. Countless sums of lien changed hands, with only a few prizes being given out. Most of the rewards themselves didn't cost much more than the price to compete. Those that offered larger prizes tended to be deceptively difficult.

Shoot the ball into the hoop! Except the rim was smaller, at an odd height, and had more give, ensuring a hit on the rim would launch the ball away.

Toss a ball into the basket! Of course, the ball itself was so bouncy, that landing it in the basket usually resulted in it bouncing back out. The only hope lay in banking it off the top rim to bleed all the momentum, and even that only worked part of the time.

Throw a ring onto a bottle! She wasn't even going to touch that one.

It all seemed like a complete waste of lien, but the prize itself wasn't really why people competed. The thrill of the game usually proved better, along with the hope of overcoming the odds and proving the brightly-clothed heckler wrong as he handed over some prize that would likely wind up buried in a closet within a month.

"Where you guys wanna head first?" Lilly asked, looking past the various booths for ideas. Aside from the roller coaster, she could see a Ferris Wheel poking above a large tent ahead. Further down another path, a small line had formed for the bumper cars, while a large ring of swings spun lazily in the air. They had managed to cram so much into a limited space, leaving just enough of a gap between to maneuver. The design also tended to funnel people from one attraction to the next.

"Let's start at the back," Smit suggested, pointing to the large, metal coaster towering in the distance. "You guys wanna try out that big ride over there?"

"Yeah!" Honey cheered. "I love those things. Haven't been on one in a few years, though."

"I've never been on one," Randi calmly admitted, eyes lazily scanning the twisting structure as a train of cars raced around it. "Looks like fun, though."

"What about you, Lilly?" Smit asked, having already gotten the other two on board. "You into the more intense rides?"

Lilly rolled her eyes at the subtle challenge. "No, Smit," she said, voice thick with sarcasm. "I hate adrenaline rushes. That's why I became a Huntress, after all."

"Fair enough. We can work our way back to the front afterwards. Hopefully, the line will be a little shorter as the lunch rush wraps up." It was as sensible a plan as any, so Lilly let him lead the way, pushing through the crowd as the three girls followed in his wake.

Most people cleared the way as best they could, recognizing them as Huntsmen students. Lilly used to think it came from their bright, intricate outfits, but her teams' wardrobe would have fit in with civilians easily enough. The truth was, they carried themselves differently. Smit strode with a confidence that came from years of intense training. Even without their weapons, they stood out among the random civilians. There was no hesitation in Smit's walk – no effort to squeeze through small openings or second-guess his path when something was in the way. They had a quality to them that had others yielding at every turn, sensing the difference between them long before anyone realized what it was.

Now that she thought about it, Honey used to carry herself like one of them, always concerned with everything surrounding her. Since their fight, though, she looked the part of a Huntress for once. Sure, they were fully aware of each and every person near them, but they'd been trained to quickly analyze everything and classified the throng as harmless without really trying to. Others flinched back when someone stood in their way, wary of upsetting someone or starting an altercation. As Huntsmen, they held no such concern. It bordered on arrogance, but really just resulted from their focus on their goal rather than worries about their surroundings.

As if to prove her own point, Lilly's eyes quickly darted through a gap in the crowd, spotting a small group of people her age at some sort of water-gun game. Unlike the mass of people around her, they stood out in her mind. Her eyes roved over them immediately, easily identifying them as fellow students, even if she'd never seen them before. _Probably exchange students. Not in the Tournament, though, or I would've seen them at the ceremony._ It was a little weird realizing how she could pick them out instinctively, but there just wasn't the same doubt and timidity that most people carried with them, even if some hid it well.

 _No wonder Huntsmen and civilians don't interact all that much._ Huntsmen culture was a little weird, but they were still people. Yet, the very nature of a Huntsman spooked regular people. They were basically weapons of mass destruction walking among a defenseless populace. Whether or not they realized it, the crowd could somehow sense their strength and instinctively shied away from it. _Some sort of survival instinct, perhaps?_ The analogy painted a darker picture than reality, but it still made sense. If a Huntsman ever snapped and went after normal people, it would be a massacre.

Even when they reached the line for the roller coaster, she could see the subtle shift in mood of those waiting nearby. There was a general tenseness that creeped in as shoulders stiffened and a few glanced around, aware of the change but unsure of what caused it. One or two even left, abandoning the line as the unknown unease unsettled them to the point of needing to retreat.

Honestly, it was a little sad to witness.

"Looks like the second and sixth rows are pretty short," Smit said as he examined the lines. Lilly shook her head a little, dispelling the morbid thought as best she could as Smit turned to address the team quietly. "Should only be about two rides in front of us. If we take those rows, we'll ride at the same time."

"We'll take the back," Honey announced, stepping away towards the desired row with Randi in tow. "You two can ride together up front."

Lilly sighed at the less-than-subtle suggestion, rolling her eyes slightly when she noticed the nervous look on Smit's face. She snatched his arm and dragged him toward the front before someone else could claim their spot.

Once they were in line, Smit shot a glare at their teammates, who steadfastly ignored him. "Really wish they'd cut that out. I mean, could they be any more obvious?"

Lilly didn't bother trying to hold back the laugh that bubbled up. "Don't worry about it. It's not a big deal. Their hearts are in the right place, even if their brains aren't."

"I know. It's just–"

Lilly cut him off before he could continue complaining. "Hey, don't worry about it. I said I wanted to give you a chance, and I meant it. Not much of a relationship if we don't actually _do_ anything together. Besides, sitting together on a ride doesn't exactly mean we're getting married or anything."

Smit chuckled. "I don't know. We danced at the ball, after all. According to Beacon, I think that means we're supposed to get hitched within the year."

Lilly hated the stupid rumors around that. Sure, a lot of people went as couples. With adulthood so close around the corner, many were looking for long-term relationships. She'd even seen one girl flipping through a bridal magazine the next day, somehow jumping straight from a school dance to marriage. "Don't forget, you danced with them, too. I'm not exactly interested in joining a harem."

Smit's laugh was a little more hearty this time. "I'll try and let them down easy," he joked.

Lilly watched as the old Smit started to return. Sure, he was still a little nervous around her, but things felt more relaxed already. Some tenseness, especially early on, was to be expected as he tried to figure things out, but she was glad to see only a hint of it rather than the overwhelming anxiety she'd spotted earlier. _Operation Smitten is underway._ Her mind cringed at the lame pun, even if she was pretty sure she could hear Yang cheering somewhere in the distance.

"I just...I don't want to be too pushy or anything," he said, nervously, shuffling forward as the pair ahead of them boarded the ride. "I'm worried I'll try to rush you along and ruin it before I even get a chance."

"Is _that_ what's been eating you?" Lilly knew the answer, but it seemed to help him relax a little. "It's fine to want a little more, as long as you aren't trying to force me into anything – and trust me, if you do, I'll let you know." Lilly held up a fist to show just how she'd inform him. "Relationships take work. I'm still figuring things out right now, so you'll just have to bear with me, but I really do want to see where it goes."

The smile that threatened to split Smit's face in half proved she was on the right track. Unfortunately, their conversation was cut short as the metal barrier before them opened, allowing them to claim their seats. After a quick check by the ride employees, the metal deathtrap lurched forward, quickly accelerating before tearing through a sharp turn and shooting them up a small hill.

The ride was a little bumpy, with sharp turns and sudden drops that rattled them around constantly. They bumped and banged into each other throughout the short ride. At one particularly cruel turn, Lilly leaned in just Smit was thrown towards her by the momentum. Their heads cracked together painfully, but they could only laugh as each rubbed their newly sore spots. By the time the ride ended, both of them were too busy laughing to care that much.

"Why'd you head-butt me?" Smit asked between laughs.

"Me? I leaned into the turn. That was your fault," she fired back, lightly shoving him as they got up from the seat to let the next pair in. "Wonder if those two had as much fun."

Lilly turned to rejoin Honey and Randi...only to find the pair missing.

"Where'd they go?" Smit asked, looking around. Lilly's eyes zeroed in on the sixth row, where two people who were very much not her teammates were getting out.

"I think we've been had," Lilly said. "They must've ditched us before the ride started." They'd chosen the seats further back to make sure they weren't spotted. With Randi's perceptiveness, she would've been able to spot the best moment for them to bail and snuck off without being noticed while Smit and Lilly talked things out.

"Again? This is getting out of hand."

"Oh, let them have their fun," Lilly insisted, leading them down the ramp. "It's not like we need chaperones or anything."

The pair walked slowly through the various booths, rides, and attractions, unsure of what to do next. Lilly was pretty sure she spotted a familiar tail sticking out from a nearby game, but chose to divert Smit away before he could notice. Once they were clear, Lilly pulled Smit over towards a small arrangement of tables to get clear of the crowd for a moment.

"Smit, I...I need to apologize." The words didn't come easily, but they needed to be said, even if she couldn't bring herself to look him in the eye at the moment. With the other half of her team away, she figured now was as good a time as any.

"For what?"

"For how I've treated you lately." Smit made to say something, but Lilly held up a hand to silence him. "Let me talk. I've been so focused on that stupid fight that I kind of ignored you. That wasn't fair of me. Not much of a relationship if I don't even talk to you."

"You were doing what's best for the team. It's no big deal. I–"

"It _is_ a big deal!" Lilly said, condemning herself as she finally looked at him. "I...I always get so focused on something that I lose sight of everything around me. I ignored the team to fight with Yang. I ignored Honey during the Breach. And now I've ignored you – your feelings – all because of some stupid Tournament."

Sure, she was thrilled to be in the Tournament and _really_ wanted to win, but was a chance at glory worth the feelings of her teammate? Was she really willing to throw away his happiness all for a trophy and a little fame? _Even if we win – which, honestly, I doubt will happen – there'll be a new champion two years from now._ They'd be nothing more than the fortieth name in an ever-growing list.The only thing they'd carry with them would be the pride of victory. Would that even matter once they were out there, fighting to save people from the Grimm?

On the other hand, what she'd been callously disregarding had the potential to grow into so much more. Maybe they'd fall apart in time. Maybe one of them would do something to drive the other away. You never really knew at the start.

But maybe it worked out. Maybe, years from now, they'd sit around and reminisce about the start of their relationship, with the Tournament nothing more than a footnote in their life story. The thought warmed Lilly, heat creeping up from her chest until she was sure there was a noticeable blush invading her cheeks.

She shouldn't have to choose between the two, but what if she needed to? Neither were a guarantee. Both would bring some level of happiness.

Only one would really be worth it, though.

Smit's fingers gently wrapped around her hand as she reached out, the two joining so easily as to seem natural. "I really do want to give you...to give _us_ a chance. I know I'm off to a rough start, but if you'll still let me, I'll try to be better."

It wasn't much, but it was the best she could offer. She wasn't about to let's Smit's chance – _their_ chance – at happiness slip away so easily.

"How can you be better than perfect?" Smit asked, the corny line making Lilly want to giggle and roll her eyes at the same time.

"I'm not–"

"Perfect for me," Smit cut in, using the same line as a few days ago.

"In that case..." Lilly cleared her throat, releasing his hand as she stepped back and spoke in a more official voice. "Smit Brendis, will you do me the honor of accompanying me to the banquet tomorrow evening?"

"Nothing would please me more, milady." Smit bowed dramatically as he accepted her gracious offer. When he rose back up, he had a pathetic attempt at a noble expression on his face, but couldn't hold it as they both burst into laughter. "Still gonna make those two pay for their meddling, though. Thought they'd have learned by now."

"Well, don't hurt them too badly," Lilly requested, sliding beside him as her hand once more sought his out. Their fingers intertwined as they merged back into the crowd once more. Lilly nodded towards one of the simpler carnival games, leading her teammate...no, her boyfriend, toward the booth. "C'mon, let's try this one out. Maybe I can win you that pirate teddy bear."


	34. The Banquet

Lilly couldn’t remember the last time she’d had so much fun. After patching things up with Smit yesterday, the pair had spent the rest of the afternoon together. She’d sunk more lien than necessary into a few game booths, but the goofy looking bear proudly leaning against Smit’s pillow had been worth it, especially since he had to carry it around for over three hours. They’d taken a turn at the bumper cars afterwards, with Lilly’s competitive side coming out as she repeatedly rammed and spun out Smit’s vehicle. Most of the other cars had wisely chosen to avoid the pair, considering how aggressively they pursued one another.

She didn’t normally care for Ferris Wheels, but since it had been his turn to pick, the two soon found themselves high above the fairgrounds in a small, metal cage, along with two girls from Shade Academy. Their fellow passengers thought it cute when Smit put his arm around her, giggling quietly at the affectionate display. Lilly didn’t mind too much, even if his fake stretch preceding it had her rolling her eyes a little. The girls offered to take a picture of them during the ride, which now resided as her scroll’s new background. Behind them, Amity Arena hovered peacefully in the air, while the top of Beacon Tower could be spotted a little further, giving them a somewhat fitting backdrop. Replacing the image of her and Bianca for the first time in years felt a little odd, but in a way, it signified a new chapter in her life. So far, she liked this new chapter much more than the last.

The team reunited for dinner that evening, then headed back to the dorm for some strategizing for next week. Lilly figured it would be better to spread that out into smaller sessions rather than cram it into one huge planning meeting like the CRDL fight. They now had some basic attack strategies for the three known members of Mercury’s team, as well as Sun’s team and another she’d never heard of – Team BRNZ.

Before Lilly could make plans the next morning, Randi and Honey offered to split up until the afternoon. Normally, she would’ve gotten upset at their obvious attempts to force her and Smit together, but with her entire team liking the idea and all the fun of the previous afternoon, Lilly relented, ordering them all to be back by two to go over strategies again before the banquet.

Which is why Lilly felt a little embarrassed arriving after four thirty.

“Runnin’ a little late, eh?” Randi asked as the pair entered the room. Honey sat on her bed, glancing meaningfully at the nearby clock. Both were already wearing their dresses from the dance, although neither appeared to have done their hair yet and Honey lacked any signs of makeup. Randi rarely used any, even at the dance, so it was no surprise to see only the faintest hints of it accenting her eyes, along with a simple lip gloss. “You two have fun today?”

Lilly felt like she’d just come home late and walked in on a parental ambush. Of course, she had no experience in such matters, given her absolute lack of a social life before Beacon. “Sorry, guys. I kind of lost track of time at the Champions Panel.”

After checking out a few more shops and eating lunch, Lilly had convinced Smit to come with her to a special presentation given by numerous former champions of the Vytal Tournament. Each guest speaker was given a timeslot, during which some clips from their past fights would be shown, followed by a short question and answer time. Lilly loved seeing the different styles and weaponry that had risen to the top over the years. Not every team had been able to attend, of course, but a lot of the recent victors had traveled for the event and would have a special box reserved at the Tournament for them.

The lack of representation for the victors of eight years ago had been rather sobering, especially when that timeslot had been filled by a memorial tribute to the team. Apparently, the entire Mistralian team had recently fallen on a routine mission. The Grimm concentration had been higher than expected and their bullhead had gone down before they could evacuate. Some of the older victors lacked part of their teams as well, reminding everyone of how brutal the life of a Huntsman could be.

With all of the excitement from the various champions present, Lilly felt she could be forgiven for not keeping a closer eye on the time. It wasn’t until the event organizers announced the end of the panel that Lilly realized her mistake and practically dragged Smit to the nearest bullhead. Thankfully, there weren’t many people leaving the Festival at that time, so they’d been able to rush back to the school on the next flight.

“It’s fine,” Randi shrugged with a small smile. “Guess you were a little preoccupied. We all lose track of things from time to time.”

“Sorta like how we lost track of you two yesterday, right?” Lilly shot back, fully aware of what Randi was getting at. Randi’s poker face held, as expected, but Lilly’s eyes were fixed on her own partner, who seemed to shrink just a hair, the subtle change only noticeable because Lilly watched for it.

“W-we must’ve gotten on different trains,” Honey tried, seemingly unaware of the slight dusting of pink on her cheeks.

“Yeah, we must’ve just missed each other,” Randi interjected, snapping her finger as she took a quick step to block Lilly’s view of her less convincing partner in crime. “We didn’t see you when we got off and went to look for you. Searched all over the place. Guess the crowd was just too thick. Right, Honey?”

“Definitely.”

Lilly crossed her arms and glanced to Smit, who shared an equally disbelieving look. “So, I guess it must’ve been some _other_ wolf faunus and blonde girl we saw diving out of a Ferris Wheel car when we were in line. How odd.”

Lilly leaned slightly to see her partner shrink a little more, only for Randi to move with her, keeping the view blocked. Smit nodded subtly from the side, though, to confirm the obvious, even as Randi valiantly fought to maintain the farce. “Well, I heard there’s a lot of faunus here for the Festival. I even saw a guy with feathers today. Keep hoping to spot someone with wings, but nothing yet.”

As much fun as it could be to drag the conversation out, Smit wisely gave up hope of Randi ever admitting defeat. “Whatever. I’m gonna go grab a shower before you girls kick me out again.” With that, he quickly snatched some clean clothes from his drawer and disappeared into the bathroom.

Once the sound of running water filled the air, Honey nervously stood up and asked, “Are you mad at us?”

Lilly could admit to feeling a little tempted to mess with them, but in the end decided it wasn’t worth it. “It’s not a big deal,” she admitted, waving her hand to dismiss the whole thing. Then, recalling what Smit had said, she added, “Might want to keep an eye out for Smit though. Pretty sure he swore to get revenge.”

He’d likely forget with the Tournament so close, but she’d enjoy watching them squirm for a bit, at least.

There was one thing she wanted to get to the bottom of, though. “Why must you two meddle so much?” For weeks, at least, they’d constantly harassed her about liking Smit. According to him, they’d pestered him a bit, as well, even to the point of getting him to finally admit his feelings to her. Part of her had hoped they’d ease up a bit now that the two were technically dating, but it seemed she’d hoped in vain. “I mean, I’m not sure you could go a whole week without messing with us.”

Honey had nothing to say and turned to her fellow meddler, letting her wolf-eared coconspirator answer for the both of them. “We just want you to be happy. Both of you.”

“Yeah,” Honey chimed in, showing her support.

“But, honestly, you two stink at relationships. You never seemed to notice his interest, and he was too scared to say anything. It got kinda frustrating to watch, so Honey and I figured we would help.” Randi looked back to Honey, who merely nodded along. “Yesterday, we figured you two would have more fun without us, so we decided to ditch you for a bit. Plus, you looked like you wanted to talk to him…alone. I take it that went well?”

“It did, actually,” Lilly had to admit. She was planning to wait until today to talk to Smit by convincing Randi and Honey to disappear for a bit, but the two had beaten her to it, allowing her to clear the air a lot sooner. Considering how much better things were already going for them, she couldn’t bring herself to be too upset at the assist. “We straightened a few things out and seem to finally be on the same page, I think. But you two really need to tone it down a bit. While I appreciate your concern, it’s _our_ relationship. Let us figure things out. You may have helped get things moving, but now it’s just starting to aggravate Smit. I agreed to give him a chance, now I’m asking you to do the same for us, okay?”

For once, it seemed Randi lacked an immediate response, eyes narrowing in a way that hinted at her Semblance taking hold. She liked to do that anytime she needed to think, as it slowed everything down except her mind, giving her ample time to craft a response. It probably explained the girl’s quick wit, as well as her impressive grades, given how little schooling she had prior to Beacon. With her Semblance, Randi could stretch study sessions out almost indefinitely and even give herself more time on quizzes and tests to think over her answers. For the faunus to have no response now spoke of intense thought.

“Maybe you’re right,” Honey conceded, snapping Randi out of her trance. “I guess we got so used to trying to get you two together that we weren’t sure what to do once it actually happened. We’ll try not to be so bothersome. But if you ever need us to disappear, just say the word.”

Lilly smiled in return, even if an unhelpful part of her brain pointed out what that could insinuate. _Won’t be needing anything like that, thank you very much._

Matter settled, Lilly went about inspecting her dress, which hadn’t moved since the dance less than two weeks ago. It brought with it memories of a wonderful evening, even if the ending had been spoiled a bit. Unlike then, though, she’d actually have a date to go with it this evening. She’d never imagined that she and Smit would ever even consider dating. He’d always been after Yang, acted like an idiot half the time, and had some _serious_ issues back then. Little by little, he’d improved, and the two had slowly grown closer along the way.

Sure, he still acted like an idiot at times, but that was just part of his charm. His episodes had mostly disappeared. Randi told her he had one while she was gone, but that had been the first one in what felt like weeks. She couldn’t be certain, given how he hated admitting when they happened, but she’d gotten to the point of noticing the subtle signs. She’d also helped him learn to fight the episodes a little, which he claimed had helped a lot. She didn’t have experience with such things, personally, but she’d done her research.

Through all their workouts, mental health sessions, and just random hanging out, she’d found herself growing quiet close to the sole male member of her team. Now, she was about to go on a proper date with the guy after spending most of the day with him. What’s more, she was already trying to plan other opportunities for them to spend time together before the Tournament. It seemed a part of her really _was_ interested in making things work.

Her thoughts cut off sharply as the bathroom door opened and Smit emerged from the slightly-steamy room wearing his suit pants and an undershirt. He’d slip on the button down, tie, and coat once they were ready to go. His eyes immediately sought her out, a content smile slipping in once he spotted her. “Shower’s free, Lilly.”

Lilly carefully gathered a clean set of clothes and hastily claimed the bathroom as Randi worked on Honey’s hair at the nearby desk. She knew they’d probably talk to Smit while she was occupied, but didn’t really care. The two had agreed to scale back their meddling, after all. If anything, they might try apologizing for messing with them so much lately, which Smit would appreciate. Then again, maybe he’d ask for advice on tonight, which wouldn’t be terrible. It merely showed he cared enough to take their first formal date seriously. The two girls would keep him on the right track. They could be a pain at times, but like Randi said, they really just wanted them to be happy in the end.

She kept the shower short, even if the warm water raining down on her felt fabulous. After staying in just long enough to get rid of any sweat or grime of the day, she toweled herself dry, slipped into her casual clothes, and returned to the room. Rather than kick him out early this time, the three of them had Smit barricade himself in the bathroom so Lilly could change. Just to be safe, she used her Semblance on him before the door closed, watching to make sure he wasn’t peeking somehow. She needn’t have bothered, as Smit quickly pulled his scroll out to play some stupid game, content to wait out his time in solitary.

By the time five thirty rolled around, the entire team stood ready for the evening, looking pretty much identical to the night of the dance. Lilly quickly reminded them all of the reporters in attendance, telling them not to feel pressured to talk to any. The rolling of three sets of eyes that followed showed she was going into mother mode, so the instructions ceased there. Even so, she quietly wondered if they’d get any attention as she led the team into the hall.

“You all look fantastic!” Ruby cheered, her own team only a few steps ahead when Lilly emerged. The young leader refrained from charging up to them, likely due to how wobbly she stood on her hated heels.

“Ruby, we’re wearing _exactly_ what we wore to the dance,” Honey replied, looking around to see that the same was true for RWBY…except Weiss, who sported an elegant, slinky dress that faded from a sharp silver down to a pristine white near her feet, sparkling faintly along the way. Her matching sweater, emblazoned on the back with the Schnee snowflake, met below her throat with a large, blue clasp.

“Yeah, well _most_ people didn’t bring a closet’s worth of formal dresses with them to a combat school.”

“Hey!” Weiss protested in response to Yang’s poorly veiled swipe at the heiress. “It’s not my fault I’m the only one prepared for such events. There’s more to the life of a Huntress than just punching people, you know.”

“Eh, I prefer the punching part,” Yang quipped, flexing a single arm.

Sensing a coming argument and eager to get to the banquet, Lilly opted to change the subject. “You all mind if we escort you to the ballroom?” Recalling their penchant for getting into trouble, she felt it necessary to add, “Wouldn’t want you to get delayed by a giant robot or something.”

“To be fair, Randi was just as involved with the Paladin as the rest of us,” Yang fired back. “But I guess we could allow you the honor.” Yang bowed graciously before offering her elbow to Lilly, who wisely chose the lesser of two evils and hooked an arm through Smit’s instead. “Juniper said they’ll come a little after us. I think Pyrrha’s hoping the reporters won’t notice her arrival if they’re too busy with everyone else. Might buy her a few minutes at most.”

“She could always refuse an interview,” Honey offered.

“Have you met Pyrrha?” Yang bemusedly asked. “I’m not sure she’s _ever_ turned someone down. Halfway tempted to ask her to throw the championship fight so I can beat her.”

Lilly stifled her laugh. “As if that would work. Don’t forget how competitive that girl can be.”

“Besides, you’ll be fighting her for second…behind Team Laser!” Smit bragged.

“Yeah right. Like Team Loser stands a chance against us. You may have beaten Cardin and his goons, but you’ll never topple Team Ruby!”

“Yeah!” Ruby cheered, high-fiving her sister.

“Speaking of which,” Weiss interrupted, stepping between the sisterly duo. “Are we ever going to hear more about your victory? I know that _I’m_ dying to hear how you handled those arrogant blowhards. I imagine it was quite the exciting conflict.”

“Sounds like you’re more interested in spying on the competition,” Randi smirked.

“I can neither confirm nor deny such baseless accusations.”

Lilly rolled her eyes at the display but offered up some useless details nonetheless. “Well, you already know about Honey’s big hit,” Lilly reminded them. “Cardinal are no pushovers, but we managed to come out without a single person going out. In the end, superior strategy played a larger role than raw strength.”

“Yeah? Well, you’ll need both if you hope to keep up with us,” Yang said with a competitive edge. As much as Lilly hated to admit, she was right. Of the four younger teams from Beacon, they were easily the underdog, meaning their only chance would be to outplan their opponents. Once they made it to the Finals, they’d have a better chance, since she felt confident Randi could hold her own against almost anyone. _Our biggest vulnerability is the first fight. If we get a balanced opponent, we’re in trouble._ If, like them, their opponents had one overly strong member, Randi could focus on keeping them busy while the others fought evenly.

Luckily, any further egging by Yang cut off as the teams arrived to the opulent ballroom. An older gentleman in a crisp, three-piece suit smiled warmly at their approach, carefully running his finger down a list hidden behind his small podium before looking back up at them. “Ah, Teams Laser and Ruby of Beacon! Welcome to the Tournament Banquet.” His words were a little louder than necessary, catching the attention of several people in the large room. Most of them turned away after a brief glance, but a few sets of eyes lingered on the two teams.

“Thank you?”

“Dinner will be served at seven,” he informed them, repeating the words Ozpin had shared yesterday. “Each team has a separate table reserved for them. Beacon students are on the far right.” He held a hand out to an assortment of tables, most of which were bereft of any occupants, but many sported an assortment of jackets, handbags, and half-empty glasses. “Headmaster Ozpin has requested that there be no recording of this event, so please do not take any photos or video during the evening. In the meantime, feel free to mingle or enjoy an assortment of appetizers. An announcement will be made ten minutes prior to food being served. Enjoy your evening and congratulations on making it into this year’s Vytal Tournament.”

“Well, that was a thing,” Yang commented as they slowly made their way to the Beacon tables. Sure enough, each table had a small placard with their team name engraved into it, carefully engraved between the Vytal emblem and the seal of Vale. Someone had clearly spared no expense on the overly ornate paperweights. Lilly hoped they’d be allowed to keep theirs. _Tight squeeze to fit it into my purse, but a girl’s gotta do what a girl’s gotta do._

RWBY took a moment to inspect their own table next to LHSR’s before migrating towards one of the numerous screens around the room, showing some sort of documentary about past Vytal Tournaments. Lilly spied the placard on the other table neighboring their own, showing JNPR would hold their other flank. True to Yang’s words, JNPR’s table appeared untouched.

A quick glance around the room showed most of the teams had spread out, watching the presentations or chatting in small clusters as a handful of men and women in matching uniforms wove through the crowd with trays of food and drink, pausing periodically to let someone lighten their load slightly before moving on. Among the students lurked a few people sporting bright badges on lanyards identifying them as members of the press. Each wielded some sort of notepad and pen as they darted between their targets. Some turned them away, with the reporters quickly abandoning that position to seek out another team. Two tables down, Coco Adel had a pair of reporters eagerly scribbling down notes as she leaned back, answering questions and cracking jokes effortlessly. Her sharp eyes, unencumbered by her dark shades for once, shone with confidence as she deftly handled the two, basking in the attention.

Surprisingly, many of the more recognizable reporters held back for the most part, choosing instead to rub shoulders with the various dignitaries from across Remnant. Lilly spied Lisa Lavender laughing at something General Ironwood said, but the shrewd woman’s eyes kept darting between the student tables and the entrance. It only took Lilly a moment to trace the gaze to a certain empty table nearby.

 _She’s waiting on JNPR to arrive,_ she realized. More specifically, she seemed to be watching for Pyrrha to appear, at which point she’d undoubtedly race her competitors to be the first to speak with the redhead. Lilly imagined that interview would cover the entire time prior to dinner, if only to block her competition from the scoop for a bit. She imagined VNN would have a piece on Pyrrha running before dinner even ended. The news business was a truly vicious industry. Little fish often got swallowed up by the major outlets, who constantly took bites out of one another along the way.

Right now, Lisa had the look of a Grimm shark.

“E-excuse me?” Lilly turned to find a rather nervous-looking woman standing behind them. She gathered herself as best she could, eyes briefly studying each of their faces before settling on Lilly. “You’re Lilly Azura, of Team Laser, right?”

“That’s me,” Lilly answered cheerily, hoping to help the woman relax a little. The young faunus – dog faunus, judging by the slightly floppy ears poking through her brown hair – couldn’t be very far into her twenties at most. She didn’t strike Lilly as overly attractive, but maybe spending all her time around other Huntresses had set the bar a little high. The woman was clearly a civilian, with the telltale press badge swaying slightly as she stood in front of them. “Anything I can help you with?”

That, at least, seemed to spur the woman into action as she quickly pulled out a small notebook and did her best to smile. “My name’s Debby, from the Vale News Network. I was wondering if you’d be willing to answer a few questions about your team.” The words felt a little rushed. Debby quickly added, “You don’t have to if you don’t want. I just want to know a little about your team. You can decline any questions you want.”

Debby’s sales pitch really needed some work. It sounded like she fully expected them to refuse and focused more on trying to avoid that rather than convince her of any benefits. At first, Lilly chalked it up to inexperience, but then she caught sight of Debby’s notebook. On the left, a short list of team names stood, but several had been crossed out already. A quick glance showed a few familiar names, like Mercury’s team, but LHSR stood as the only Beacon team. Lilly quickly realized exactly what she was looking at.

Debby had gotten the leftovers.

No doubt, the VNN had sent a few reporters, each with different assignments. Lisa, being the face of the network, had gotten first pick with Pyrrha. Somewhere, another reporter or two were probably targeting some of the more prominent teams, like RWBY. Debby, it seemed, got the bottom of the barrel. The fact that LHSR had made her list wasn’t thrilling, to say the least.

Lilly almost felt offended that Debby hadn’t even targeted them first, judging by the various markings, but washed the sentiment away once she realized they’d only just arrived. _Besides, it’s not that we’re the lesser team. We’re just less known._ CFVY was a favored team, JNPR had Pyrrha, and RWBY was well on their way to being a fixture on news headlines with all their extracurricular activities. LHSR had been involved, too, but never seemed to stand out as much as their boisterous counterparts.

What _did_ upset Lilly was how empty the right-hand side of the booklet sat. _No wonder she’s so on edge. Not only does she get the rejects, but none of them will even bother talking to her._ Coming back empty-handed could tank her chances of ever advancing in such a competitive field, especially since she was clearly the underdog of the team. Lilly nearly punched herself for the inadvertent pun, but managed to settle for an internal scream blaming Yang.

“You guys go on ahead,” Lilly told her team, waving them away as she did. “I think I can handle an interview solo. Might be difficult if there’s too many people.”

Debby perked up at the words, a nearly hysterical smile threatening to break through as her notepad shook slightly. “Y-you’re sure? You don’t have to.”

“It’s no problem,” Lilly confirmed, watching the tenseness flee Debby’s shoulders as the young woman fell back into a chair beside Lilly. Randi shot her a quick smile as the trio departed. As soon as the two were alone, Lilly asked, “You…haven’t gotten many responses, huh?”

Debby couldn’t hide the slight blush that overtook her freckled cheeks. “Not really. A few of them already talked to reporters from other networks like VOX, or just flat out refused. I was starting to worry I’d have to go back without a story. I only just started this job, and I thought they might…sorry, I’m rambling.”

“No, it’s fine,” Lilly assured her. “I’m sorry the other teams weren’t as willing to speak to you. They’re probably just nervous with how close the Tournament and everything is.” Lilly watched as Debby started to tense up yet again and tried to think of a way to help her unwind. “You said you’re new to VNN? They’re a pretty large network. If you don’t mind me asking, what’s it like working for them? I imagine it must be a pretty demanding place.”

“Tell me about it,” Debby sighed, leaning forward a little. “I’m actually just an intern. Managed to get the job thanks to my college professor being friends with one of the producers. I’ve been asking for a chance to do a story, so when they told me I was coming to the banquet with Lisa, I thought I’d gotten my big break. Turns out, I’m just here to let Lisa have more time with the bigwigs like Ozpin and Ironwood. Even then, they let Simon get first pick of teams.”

“And they gave you the leftovers,” Lilly finished for her.

“Yeah. I’m supposed to write a story on one of the lesser-known teams, but I’m sure Lisa’s story on that Juniper team will end up taking the prime spot. I’ll be lucky if they even run mine.”

“So, you hoping to become an anchor like Lisa someday?” Lilly asked, figuring Lisa’s position must be the ultimate goal of everyone in that business.

“Absolutely not!” Debby looked a little disgusted at the mere thought. Realizing her outburst, she quickly quieted back down and explained. “I want to be a reporter. Travel all over Remnant. Sample different cultures. See the action up close.” Debby’s eyes shone with excitement, before returning to normal as she glanced towards Lisa, who was shoving her way past people. Unsurprisingly, she arrived at the entrance just before JNPR entered the room, stepping in front of the polite greeter to introduce herself to the team. She started with Jaune, but her attention was clearly fixed on Pyrrha the entire time. “Lisa’s great at what she does, but they only really send her to special events and formal ceremonies. The rest of the time, she’s stuck in the newsroom behind a desk, talking about stories that others are experiencing. Sometimes, I pity her.”

Lilly felt a surge of respect for the woman in front of her. Rather than chase the lavish fame – and, no doubt, paycheck – a cushy job like anchor might provide, Debby had set her sights on something she was passionate about. The idea of settling for any less wasn’t just upsetting to Debby, but completely repulsed her.

“Besides, I would never make it as an anchor,” Debby flatly stated. “I don’t have the look for it.”

“Says who?” Lilly demanded. Sure, Debby wouldn’t be winning any beauty pageants anytime soon, but that was no reason for her to be so down on herself.

“Research studies,” Debby admitted. “People expect their news anchors to look like models nowadays, especially women. I don’t really feel like sitting through an hour of makeup and styling every day, just so people will listen to me talk about the news. I’d rather see it myself.” Debby stopped abruptly, shaking her head a little before turning back to Lilly. “Anyways, enough about me. Let’s talk about Team Laser.”

“Okay,” Lilly agreed, pleased to see how much more relaxed her interviewer seemed. “What do you want to know?”

“Well, you’re the leader, right?” Lilly nodded to confirm. “Excellent. Then let’s start with you. Where are you from?”

The question was probably more to just get Lilly talking than anything else. “I’m from Patch. I graduated from Signal, as did my partner, Honey.” Debby scribbled down some notes as Lilly continued. “My parents were both Huntsmen and graduated from Beacon, but they retired years ago. My sister, Violet, is actually studying at Signal right now.”

“Hoping she’ll follow in her sister’s footsteps?”

“I think that’s her goal, actually. I just want her to be happy. I also have a younger brother, but he’s only five.”

“Good. Good.” Debby jotted something else down, then looked back up to continue. “You mentioned your partner studied at Signal as well. What about the other two?”

“Smit is from Atlas and studied there on a full-ride scholarship.” Lilly grinned at the way Debby glanced up at that detail. Scholarships weren’t unheard of, but receiving one made you stand out. Debby clearly smelled a story there. Lilly decided to whet her appetite a little. “He rushed into a burning dust refinery to save his father and a few workers after a White Fang attack. Even managed to fight off one of the terrorists himself.”

“Really? We’ll have to come back to that. What about the other one...” Debby flipped back a page to her earlier notes. “Randi, wasn’t it?”

Debby’s interest in their team had shot up suddenly, so Lilly figured she’d pile on with the remaining member of her team. “Randi’s a wolf faunus from Mistral.”

“Where did she go to school?”

“She didn’t.” Debby’s pen came to a brief halt before tearing across the page to keep up with the reporter’s thoughts. “She traveled a lot, then came to Beacon and passed the entrance exam without any formal training.” Again, not the first time it had happened, but only a few people got into the Huntsmen academies without graduating a preparatory school first. Blake had done the same, as Lilly recalled, but there was no reason to point that out. “Got in on her skill alone. In fact, she’s probably one of the strongest in our class.”

“Is that so?” Debby questioned, a hint of doubt in her voice. Lilly knew how to crush that doubt in a heartbeat.

“Yep. Pyrrha asked her to be her sparring partner after their first match last semester.”

“Wait, Pyrrha? As in, Pyrrha Nikos?”

“One and the same,” Randi said as she rejoined them, carrying three flutes of some sort of sparkly liquid, which she deposited in front of each of them as she sat down. A hesitant sip assured Lilly it was just sparkling cider, which made sense. Beacon wasn’t about to serve champagne to a bunch of students. “She and I train together all the time. She’s a really good friend.”

“That’s…pretty impressive,” Debby admitted, taking a long sip of her drink. “Lilly here was telling me you didn’t have any formal training prior to Beacon. Is that true?”

Lilly sat back as Debby shifted her full attention onto Randi. “That’s true. A few people taught me the basics when I was younger, but I spent the last few years traveling around eastern Mistral and just sort of learned as I went. You won’t last long out there if you can’t defend yourself.”

“Fascinating. And where exactly in Mistral were you from?”

“It…well, my home was destroyed by the Grimm a long time ago.”

“Oh.” Debby stopped, suddenly nervous that she’d hit a nerve. “I’m sorry. What happened?”

The answer should’ve been obvious. “Grimm,” Randi answered. “The village was overrun. I escaped with a few others, who took me in for a time.” Lilly fumed silently in her seat at the memory of how those same people treated her in the end, but kept it to herself. Randi didn’t mention it, so it wasn’t her place to do so. “After a while, I set off on my own, traveling between the different villages. Eventually, someone recommended I should attend a Huntsman academy, so here I am.”

“An orphaned faunus survives the Grimm, only to venture back into their domain to defy the monsters who stole everything from her,” Debby mumbled, pen flying across paper as ideas rushed to her. She quickly flipped to a fresh page before looking back to Randi. “Would you mind if we spoke more about your childhood? I think it would make a great article for our network.”

“Sure.” That simple word had Debby nearly falling out of her seat. “After dinner, I’ll have to introduce you to Smit. I’m assuming Lilly told you about him?”

“The one who rushed into a burning dust refinery?” Debby recalled, turning back to her original notes to confirm. “She told me a little bit. Sounds like you’re not the only one with a colorful background.”

“I’ll see if he’d be willing to tell you more,” Randi commented, earning her a smile from Debby. Her simple piece was about to turn into an epic story of survival and triumph. Readers ate that kind of stuff up. “However, I do have one condition before we start.”

“Oh, of course,” Debby said, calming down a bit now that there were strings attached. “What is it you wanted to request?”

“I’ll share my story, but only if you’re the one to report it.”

Debby bounced excitedly in her seat. “Really?”

“Absolutely,” Randi replied, cementing her status as Debby’s new favorite. “I’m sure Smit will feel the same. Now, where to begin?”

“Why not tell me a little about your village?” Debby offered, settling in for a long conversation. Lilly took her cue and excused herself to find the rest of the team. _Might as well clue Smit in on what’s coming._

Debby didn’t even notice her leave.

/- - - - - - - - - -/

The Beacon cafeteria had spoiled the students for so long that their standards for food had risen immensely. That being said, Lilly couldn’t remember ever having something as good as the parmesan-crusted pork loin that had been placed before each of them. The twice-baked potatoes and lemon-pepper asparagus rounded out the delicious entrée, culminating in a chocolate mousse cake that had Lilly begging for more. She could’ve kissed Smit when he offered her half of his, claiming it was a little rich for his taste.

Lilly doubted his reason immediately, but the pleased look he got when she excitedly devoured the chocolatey offering seemed like a fair enough trade. Besides, she’d allowed him his little game of leaning his leg against hers under the tablecloth the entire meal. It still seemed a little childish, but at the same time, the fact that something so simple thrilled him so much spoke of his intense interest in her. She also appreciated that he wasn’t trying something more noticeable with all the press around. The last thing she needed was some reporter writing about their relationship. She could almost imagine her dad’s reaction, seeing something like that on the news.

A few minutes after dessert had been cleared, Ozpin slowly stood and walked to a nearby microphone, silencing the room with his mere presence. “Head Councilor Von Alva. Members of the press. Esteemed guests. Students.” He paused momentarily to look meaningfully at each group with a genial smile. “Thank you all for coming this evening to celebrate the fortieth Vytal Tournament. And a big thank you to the Beacon kitchen staff for the delightful meal they prepared this evening.”

Ozpin clapped as he turned toward the far wall, where the kitchen workers and servers had assembled. Most smiled in response, although one or two waved to the crowd. The dignitaries in front clapped politely. Lilly felt they didn’t deserve such delicacies if they weren’t going to show appreciation and vigorously pounded her hands together, adding to the thunderous applause from the suitably grateful students. Sun stood up and let out a quick cheer, which was quickly echoed by a few others, including Smit.

With a wave of his hand, Ozpin calmed the applause before continuing. “I am told there will be coffee available for the remainder of the evening, as well as a small assortment of food for anyone who is still hungry.” Lilly imagined the Head Councilor would be among that crowd. “Now, I’m sure you have all had enough speeches to last a lifetime, so I’ll get to the point.

“Each of you has done well to qualify for this year’s Tournament. Your dedication to bettering yourself is an admirable quality. That being said, only one of you will stand victorious at the end of next week. Half of you will not even make it past the first round.” Scattered murmurs broke out among the teams as the heavy realization set in. Each of them knew the odds, but having it shoved in their face forced each to face the reality that they might be nothing more than another team’s stepping stone. “For every victor, there is another who suffers defeat. However, even should you lose, remember that making it to this point is a victory in and of itself. Your teams have risen above your peers to stand as some of the greatest talents of your generation. No one can take that from you. See that you do not surrender it either.”

 _Easier said than done._ Sure, being selected for the Tournament was awesome, but getting this far, only to fail in the first round, would be horrible. They only had one shot at this, after all, so seeing that opportunity taken from them so quickly felt like a huge letdown. _Like Ozpin said, there are no winners without losers._ With so many proficient fighters assembled against them, no one was guaranteed to make it through. In fact, half of them wouldn’t make it out of the first round. Lilly hoped their team wouldn’t be among the ones returning to the stands.

“Now, as you are all aware, the first round is split into two days.” Behind Ozpin, a large screen displayed, showing two empty columns labeled with the dates of the first round. All of the smaller screens around the room showed the same image. “The victors will move on to the doubles round, which will be held that Thursday, followed by the singles rounds on Friday and the Championship match that evening. All matches after the first round will be selected at random immediately prior to the fight.

“For this first round, it is advised that you arrive at least thirty minutes early. Locker rooms are available to allow you to prepare for your match, as well as shower and change afterwards, should you wish.” Lilly could feel the nervous energy building in the room. Judging by the small grin on Ozpin’s face as he watched them, the Headmaster felt it too, but reveled in making them wait just a little longer. Finally, he relented, stepping to the side to give them a better view of the large display as names filtered in to the various slots for both days. “I think you’ve all waited long enough. Here are the matchups for the first round!”

The room filled with the sounds of chairs scraping as people fought to see where their name fell. Some on the edges wisely chose to dart over to one of the smaller screens, but Lilly couldn’t wait the extra few seconds and scanned the list. Day Two proved fruitless, unfortunately. The extra day of planning would’ve been nice. She finally spotted their name on the left side of Day One, occupying the final slot of the day. Her eyes quickly trailed to the side to see their opponent.

Lilly landed in her seat with a thud, forcing the thing back a few inches as she gave up on standing. _Really? Why did it have to be them? Maybe I read it wrong._ She carefully looked again, only to despair further as the list remained unchanged. Of all the matchups they could’ve gotten, this was probably the worst.

_It just had to be RWBY, didn’t it?_


	35. Relationships

"Why'd it have to be Ruby?" Lilly pouted as her team shuffled onto a bullhead.

"You've been asking that since the banquet," Randi sighed. "Not sure it really helps the matter."

Lilly didn't bother glaring the girl down, too busy trying to draw up more plans for their fight on Monday. Seeing as how the announcement was made a day and a half ago, maybe she _had_ been going on too long about it, but RWBY might be one of their worst matchups. Not only did the pairing favor their opponent, RWBY knew their team's capabilities better than anyone else. They'd trained together at times, sparred at others, and hung out in between. The element of surprise had been torn away, meaning it would be a test of strength and intellect.

While Lilly felt confident she could outthink their opponents, RWBY clearly held the power advantage. Sure, Randi was the second-best fighter in their class, but Yang held a close third. Add in the skill of her teammates and incredible teamwork, and Lilly felt justified in her concern.

For the past day and a half, she'd spent every free moment running through ideas for their upcoming match. Yesterday, she'd had the good sense to pull Smit aside and talk to him about her need to focus, unwilling to make the mistake of only a few days ago. Perhaps knowing it was coming, Smit had readily agreed, on the condition they put the scheming aside for a bit on Saturday to enjoy the weekend as a team. Her compromise of leaving the evening open for planning had been accepted, but only if they worked together on plans rather than her locking herself away for hours on end again. _Forget to eat a couple of meals, and they never let you live it down._

They just didn't understand. This fight – it meant more than any other matchup to Lilly. Sure, the old spat with Yang was long dead and buried, but a subtler struggle had soon taken its place. LHSR had worked hard all year. They'd steadily risen in the team rankings, fought off terrorists at the docks, and even took down a White Fang base within Vale. Yet it seemed like no matter wat they accomplished, they would always be eclipsed by RWBY. For once, they had the chance to finally rise above the stars of Beacon and make a name for themselves. All they had to do was win this fight and they'd steal the spotlight from Yang's team, at least for a while.

Of course, that was easier said than done. Even if she'd promised to lay off the planning for the morning, she couldn't help it if her mind wandered again during the cramped bullhead ride. Every seat was filled by students from all four academies, with a line of more stuck waiting at the bullhead docks for the next shuttle. The relative discomfort also meant silence from her team for a few minutes, which let Lilly continue her designs in peace.

No matter how she sliced it, the advantage always went to RWBY. Dozens of plans had been mercilessly cast aside as each failed to improve their odds in her mind. After hours of jumping from plan to plan, she'd limited herself to focusing on a single key aspect and building around that. Really, the fight could boil down to one thing.

_Who does Randi face?_

As their strongest fighter, Randi would pose a huge threat to any member of RWBY, but that would still leave three to deal with. Each opponent presented a unique challenge that would need to be accounted for, even before considering what would happen if any of them teamed up. Ruby's speed would obviously be an issue, but with proficiencies in both short and long range, trapping her wouldn't be easy. Weiss wouldn't be too difficult at melee, given how adept three quarters of her team was at that range, but her dust manipulation would be a hassle by itself. Blake wasn't as fast as Ruby, but she still boasted an agile quickness that made it hard to keep up with the faunus. Her unique weapon style would be a tough matchup, especially with her penchant for misdirection and evading courtesy of her Semblance. Then there was the real problem...

Yang.

Speed, agility, Semblances – all could be overcome easily enough with a good strategy, but raw power had a nasty habit of smashing plans to bits. Honey's ice walls wouldn't do much against someone who could shatter a Paladin in a single blow. Even overpowering her presented issues, given her Semblance. Yang also knew everything about Lilly and her scheming ways, so even if Lilly could outthink her in a heartbeat, she'd be able to guide a brilliant mind like Weiss into counteracting most strategies. Randi could usually take Yang, but the gap had grown smaller each time, with Yang finding ways to adapt quicker and slowly taking out more and more of Randi's aura with each spar.

 _So...which one does Randi take?_ If she could at least get that out of the way, the others would be easier to account for. Ideally, if Randi could win her fight while the others held theirs to a draw, their overpowered wolf faunus could swoop in and tilt the odds in their favor. They needed Randi to not only win, then, but to do so in a relatively quick fashion while leaving feasible fights for everyone else. Slowly, Lilly ran through each opponent and considered the potentials.

 _First up, their leader – Ruby._ Randi had the best defense against ranged attacks, which eliminated half of Ruby's fighting style right off the bat. On top of that, Randi's Semblance meant she'd have time to react to Ruby's sudden bursts of speed, leaving Ruby little chance of doing much against Randi. The problem, though, lay in closing the gap. Ruby would obviously know she'd be at a disadvantage and would either keep her distance or run to join up with someone else. Much like they'd done with Russel, their best bet would be to keep Ruby paired with another. She'd never leave a teammate behind, meaning they could pin her down to a small area.

Weiss would be a quick win if Randi got close, but yet again, they'd know that too. Weiss could practically launch herself away with speed glyphs, while her dust manipulation meant she could slow down an opponent with various obstacles. Randi's shield wouldn't be of much use against glyphs, although her Semblance meant she would notice one forming near her and be able to react quickly. _It might be best to keep Ruby and Weiss together, as much as that pains me._ The pair worked exceptionally well as a team, but that also meant there was more evidence of their capabilities. The two were also the weakest in pure aura, which meant they'd be more likely to keep their distance. Fleeing took time, which would play into their delaying tactic.

Blake presented an interesting option. Dog and cat jokes aside, Randi really did hold a good advantage there. Blake's ranged attacks wouldn't do much against _Verteidigen_ , after all. With her Semblance and shrewd observational skills, Randi would be best to counteract Blake's clones. Blake was quick, but Randi was no slouch either. _That...that might work._ The downside was that it left Yang for the others to deal with.

Which naturally brought Lilly's attention to the remaining member of Team RWBY. She had to assume they expected Randi to take on Yang from the start, which meant a lot of their plans would revolve around it. It made sense to pair an immovable object with their seemingly unstoppable force. Lilly fully believed Randi would win that fight, but how long would it take? If anyone else lost their matchup during that time, Randi might soon find herself outnumbered. Randi could hold her own against almost anyone in their class, but what about two? Three? What if the entirety of RWBY was brought against her at once? Randi was strong, but not invincible. Add in that Yang would keep her on the back foot and wear her down a bit beforehand, and Lilly saw potential for a quick trip out of the Tournament.

In the end, Lilly settled on two possible pairings for Randi. _If I put her against Blake, I'll need to make a plan to deal with Yang next. The other option is sending Randi after Yang, in which case I need to plan for the other three._ Both ideas had their own risks and rewards, but she couldn't tell which would be better yet. She'd also need to take into account the various arena types they might encounter, since certain battlefields would benefit them in different ways. This evening would be quite busy, but at least she was making some progress.

"Remnant to Lilly. Come in, Lilly." Lilly jolted as a finger flicked her forehead, scattering her thoughts to the wind. "Ah, there she is!"

Lilly swatted Smit's hand away as Honey giggled behind him. She'd been so lost in thought, she hadn't noticed when they arrived, blindly rising to follow them off the bullhead until they'd finally come to a halt at the edge of the shopping section of the fairgrounds.

"I thought we agreed to take a break from all that planning," Smit said, smiling slightly as he shook his head.

"No one was saying anything, so I thought I'd work on it a little more," Lilly obstinately admitted. "I made a little bit of progress, too, so it was worth it."

"Well, we're here now, so time to take a break from all the scheming, okay?"

"I know," Lilly agreed, narrowing her eyes at the instructions. "I agreed to this, after all. You don't need to keep reminding me. So, what's the plan, guys?"

"Despite _some_ people's suggestions," Smit glared at Randi for a moment, who shrugged indifferently, "I thought the four of us could go check out the school presentation for a bit, then grab some lunch. And this time," he quickly added, "I'll pick the food for everyone."

After Randi's little prank on Wednesday, Lilly was all too willing to agree. "Wait, what school presentation?"

"It's a sort of recruitment drive for the four academies," Randi explained, taking the lead as they slowly wound through the various stands to head towards the stage at the center of the fairgrounds. "Each school will have a short video presentation about their teams, followed by some general information from their representative. Really just a chance to try and one-up each other to attract more students."

"Heh, that sounds kinda stupid," Smit commented.

"Not really," Lilly countered, suddenly curious to see what each school had to offer. "Graduating teams tend to stay in the Kingdom they graduate from, so attracting higher caliber applicants means better security for the entire Kingdom."

"Yeah, but wouldn't the Tournament already do that?" Smit asked. "I mean, what better way to prove you're the best school than to beat the others into submission?"

Despite his annoying way of framing the argument, he wasn't wrong. Statistics showed that the victor's school tended to receive more applications than their competitors and often performed well in the following Tournament. It wasn't unusual for an academy to win a few in a row. Beacon had ended Haven's win streak two years ago. Some wondered if that might explain their acquisition of both Weiss and Pyrrha from other Kingdoms.

"Be that as it may, it never hurts to build up your academy a little extra." Lilly figured the Beacon presentation would likely feature Pyrrha for the most part. What better advertisement than having a famous champion leave their home Kingdom to attend your school? Add in the SDC heiress, and Beacon looked like the superior school just from their attendees alone.

The event ended up being more packed than Lilly expected, given it was just a discussion on the four academies. Looking around, she realized why. Most of the people gathered to listen were clearly civilians, although she could spot a handful of younger people that looked like preparatory students. They seemed the most excited, chattering amongst themselves as they likely planned their futures.

The presentations from each school were pretty quick, showcasing some academic standards while boasting of various triumphs and accomplishments over the last decade or so. Even then, the assorted civilians were far more excited than a school discussion normally warranted. Lilly realized quickly enough that what seemed normal to them had to look like an action movie to these people. Several flinched as a scene from Goodwitch's class flashed across the screen. Lilly recognized the fight as one between Cardin and some guy from Team FOAM. Compared to normal bouts, it wasn't much to look at, considering Beacon was careful not to show their competitors fighting lest another school gain some advantage from the clip. Cardin deflected a few shots by twirling his mace, than leapt forward to smash his mace down on the smaller guy, who just barely avoided the crushing blow. The way the crowd gasped at the near miss reminded Lilly how exciting their lives must look.

_One man's thrill ride is another's average Tuesday._

Lilly watched as the video then moved on to some recent news, showing a photo of their team and RWBY fighting at the docks while Lisa Lavender's voice briefly described their heroism. The story conveniently left off the deaths and destruction, however, focusing instead on them fighting back both Torchwick and the White Fang. It then shifted to discussions of Beacon working with the local authorities, showing headlines of RWBY breaking up a White Fang rally, conveniently missing the part of Randi and Honey helping, of course.

What she wasn't prepared for was a report on LHSR shutting down a major White Fang base, complete with a photo of her team walking out of the broken down cargo door, surrounded by uniformed officers while the defeated terrorists were loaded into vans. A brief blurb detailing the number of terrorists and valuable intel recovered had several people nodding appreciably. She was also surprised to see details of the Breach included, considering how negatively that shone a spotlight on the city. _Then again, everyone already knows, so they couldn't exactly ignore it._ The photos of bullheads dropping students into the city to push back the tide came with a reminder that the students already stood ready to defend the people, even before finishing their schooling. Goodwitch made sure to give an obligatory thank you to Atlas for their support, but the screen behind her still showed Coco cutting down giant Nevermore, emphasizing how effective the students were as the Atlas robots to the side of the shot lay in a jumbled heap. They'd managed to find an angle that avoided showing the Paladins with White Fang logos emblazoned on the side, though.

The final minutes were filled with Goodwitch discussing the various curricula at Beacon and some statistics on graduating teams and their successes. Finally, she gave details on when the public could visit the school for tours of the facilities, although she was quick to add that most of the training rooms would be unavailable due to students continuing to practice even now. _Quick plug regarding the dedication of the students. Not too shabby, Miss Goodwitch._ By the looks on many of the gathered faces, the tours would soon be overrun by curious civilians, as well as a smattering of potential students. Being the host school had its benefits.

Much of the crowd lingered after the representatives departed, debating whether or not to have an early lunch at the nearby food court. The readily available food, combined with the delicious scents wafting on the breeze, settled the matter as a herd of people rose as one and shuffled off toward the eagerly awaiting restaurateurs. Lilly doubted they'd accidentally put the food court upwind of the rest of the fairgrounds. Seeing how quickly the lines were growing and fighting against the pull of the alluring aromas, Lilly mentally declared the area too hazardous and looked for an escape.

"Those lines look kinda long," Lilly pointed out for her team, hoping they'd follow her logic train. "What's say we go check out some more shops while that dies down? Didn't you want to check out that nerd shop, Smit?"

"Hey! It's a comic and gaming store." _That's what I said._ "They've got a remastered copy of Kung Fu Ninja Slayer Ultimate Death Battle! The second one was good, but I still prefer the original. Took a lot more finesse than the button-mashing sequel."

Smit began to drone on and on about how much better the original was, claiming it as some great accomplishment in the gaming world. Lilly bore it with her usual patience, not really caring for video games that much but willing to indulge her boyfriend by pretending to follow along. The little bits she caught had to do with some intricate storyline that sounded more complex than Oobleck's lecture on the discovery of aura. _How can he know so much about a stupid game, but can't bother to learn basic history?_

As Smit rambled, he quickly lead the team into the maze of stores and booths, just as Lilly planned. Sometimes, you didn't need to convince the entire team to do what you wanted. If she could get one of them to run with her idea, the others would typically follow along. It only took a minute or two for them to drift into Smit's store, his diatribe against some competitor with "Kiffins" – apparently, the game had its own shortened name for _true_ fans – coming to an end as he zeroed in on the video game section.

"And he was never heard from again," Lilly joked as the three girls watched him scurry between displays and monitors, an excited look on his face. "Anything here you girls want to check out?"

"Actually, I wouldn't mind checking out their literature," Randi said, which shocked Lilly. Randi often enjoyed diving into novels and classics, so to hear their resident bibliophile interested in comic books seemed off. Randi noticed her confusion easily enough. "What? Just because I enjoy drawn-out narratives doesn't mean I can't like fast-paced fantasy as well. Some of them have really well-developed plotlines. They just break them up into bite size chunks. Instead of detailed descriptions, they let the artwork take center stage."

"Okay..." Lilly wasn't sure how to respond to her teammate's stalwart defense of the comics industry. "I'll take your word for it, I guess. By the looks of things, you'll have plenty of time." She pointed over to where Smit had joined in with a trio of random guys they'd never met, playing some game with instruments instead of controllers. Smit was busy pounding away on a weird-looking drum set, much to the enjoyment of a handful of teens that watched from nearby. "What about you, Honey?"

"I dunno," Honey replied, looking around the store briefly. "I played a few games growing up, but never got into them that much. Might see if they have any model kits or something. Always preferred building stuff. I once did this working roller coaster that took up the entire corner of my room. Also did a metal model of an Atlesian battleship one time. Took me forever to finish all the tiny, intricate pieces."

"I'm sure they have something like that," Lilly offered, pointing her partner toward a row of shelves filled with various boxes. She'd already planned to check the section out herself, although for a different target. "I want to look at their board games. Figure I might find something for the entire team to play together." _Especially if I can find something strategic._

Game night at the Azura household was a terrifying ordeal at times. She and Violet were super competitive, but often had to set aside their differences to survive the quiet machinations that their father employed. Their international warfare in Remnant: The Game could stretch on for hours, often interlaced with alliances and betrayal that made actual conflict seem simple in comparison.

"C'mon. I'm sure we can find _something_ while we wait on our two nerds."

/- - - - - - - - - -/

Team LHSR finally managed to tear themselves away from the aisles of entertainment to go get lunch, each with a small treasure to show for it. Randi had stumbled on some new series that intrigued her and had at least a dozen of the brightly-colored booklets to add to her collection. Honey happily clutched a model kit of Amity Arena. Smit came away with his prized game, while Lilly had found an interesting board game in which four players had to push back the never-ending hordes of Grimm while each worked on a secret mission, often going against the other players as a result. The mixture of cooperation and competitiveness sounded thrilling to Lilly.

Currently, her bag hung alongside Smit's new game, as he insisted on carrying it for her. Given the size of the thing, she didn't mind relinquishing it. Naturally, he shifted both bags onto one arm, allowing his free hand to seek out her own as they made their way back to the central eating area. She heard her partner stifle a giddy laugh behind them, but steadfastly ignored it as she walked a little closer to her boyfriend.

"That was fun," she admitted honestly, giving his hand a gentle squeeze as they strolled along. "I can't wait to try out our new game later."

"I'm sure," Smit laughed. "I have a feeling we're gonna get our butts handed to us a few times. I've seen how you play with Yang and Ruby."

The two had foolishly invited them to play Remnant earlier in the semester. Lilly had elected to use their assumption of inexperience against them, doing just enough to keep them at bay while stockpiling a vicious assortment of attack and trap cards, even giving ground once or twice to appear helpless. The pair of sisters had incorrectly judged each other as the bigger threat and fought an all-out war with one another, only to watch in horror as Lilly's plan was set in motion. Their battered armies, already struggling with Grimm due to the various battlefields dotting their Kingdoms and fresh cullings by one another, soon found a massive force from Atlas marching on them. Within a single turn, both fell victim to strategic strikes against key outposts, crippling their supply lines as Lilly established solid footholds.

Her advance had only ground to a halt when her battle lines neared the border of Randi's territory, who had been waging a steady conflict with Yang's Vale, keeping the elder sister from gaining the advantage against her younger counterpart. It seemed Randi had a plan of her own and had waited for Lilly's first strike, only to unleash her own terror the next turn, effectively crushing Yang as the two surging forces clashed in her Kingdom. Within two turns, Vale was split in two, with Vacuo and Atlas each claiming half as the Kingdom of Vale became nothing more than a note on the pages of history.

With Atlas pressing the advantage in Mistral and holding out against Vacuo's attacks, Randi and Ruby had wisely joined forces to combat Lilly's oppressive regime, earning themselves some small victories as a result. Unfortunately, their united Kingdoms couldn't outlast the ruthless precision of Overlord Lilly, and Remnant soon found itself under the banner of the mighty Atlesians.

Sadly, that meant her chances of ever using that strategy again was all but gone. "It's not my fault they didn't take me seriously. Besides, Randi put up a good fight. She's just as dangerous as I am." Lilly doubted her misdirect would do much, but any attention given to Randi in a game was less attention on her. "Isn't that right, Randi?" No one answered. "Randi?"

Lilly and Smit glanced back to their partners, only to find half their team missing suddenly. A quick look around failed to illuminate their position, which should've been easy, given Randi's height and pointed ears.

" _Now_ where did they go?" Smit asked incredulously. "I thought they were done with these stupid games."

Lilly felt the same, a little ticked at the idea of the two trying to meddle yet again. _We're already together! We're literally holding hands right in front of them! What more do they want?_ She wasn't about to leap into his arms and plant a smoldering kiss on him. Really, their current PDA was already more than she'd expected to be comfortable with after only a few days together.

With a deep breath to dispel some of her mounting irritation, Lilly nudged Smit and insisted, "Let it go. Not like we need them to go get lunch. Besides, don't you _want_ to spend time with me?" The last part was asked teasingly, knowing it would distract him from their absent teammates.

"Of course I do," Smit responded, his hand abandoning hers to instead seek the opposite shoulder as he pulled her closer. "It's just...their stupid game is getting a little old!" He raised his voice at the end, in case the meddlesome duo lurked nearby.

Lilly laughed quietly as she leaned into him, draping her arm across his back, fingers resting on the outer edge of his firm abs. With their height difference, she easily tucked into him, shoulder resting just below his armpit as they continued walking. "We'll just have to give them a nice, little _reminder_ later not to mess with us." The evil grin that slowly took hold of Smit's face showed his approval. "Let's go grab some food, and then maybe the two of us can go over our plans together."

"And just what sort of _plans_ did you have in mind?"

Lilly froze in her tracks as a new, but oh-so-familiar voice sounded from the side. "Dad?" she asked, somewhat excited. A quick turn to her right proved her ears correct, as the calm eyes of her father met her own.

Her excitement died instantly as his eyes slowly drifted over to Smit, brow furrowing a little as he took in the boy who currently had an arm around his daughter.

As if electrified, Lilly quickly sidestepped away from her now nervous teammate, who wisely mirrored the action under the stern gaze of the intimidating man before them. "I thought you weren't coming until tomorrow," Lilly tried, hoping to save them both from her protective father.

"We decided to come early and surprise you," he answered flatly. "Seems we're both full of surprises today."

Smit laughed nervously as her father, Ashton Azura, sized him up. Without her mother present to contain him, Lilly worried what exactly might happen to Smit if she didn't do something. "So, where's everyone else?"

Her father waited a few seconds, eyes sending some silent yet threatening message to her teammate, before finally turning to her with the faintest hint of a smile. He clearly enjoyed watching them squirm. "I sent them ahead while I took care of the hotel room. We were going to see if we could spot you at the food court. Guess I sprung the trap early." A short pause seemed to give him inspiration. "In fact, why don't we go find them together? You're _friend_ ," he emphasized the word a little more than necessary, "is welcome to join us."

"I wouldn't want to impose–"

"Nonsense. I'm sure we're all _dying_ to get to know my daughter's teammate." With that, he stepped between the pair as they all marched on to the inevitable meeting. "After all, she hasn't said much about you recently." Lilly stiffened at the obvious connotation. She'd called home to announce they'd made it into the Tournament, but purposefully omitted the part about her recent relationship.

"Our partners were here just a minute ago. I'll see if they want to join us as well." Lilly hastily yanked out her scroll before her father could disagree. Her inclusion of the deserters had more to do with protecting her boyfriend – and herself – than any actual introductions. The more people present, the less attention on Smit and her. Dad might even back off a little to avoid being _too_ awkward around her teammates. Sure, he'd have his revenge later, but that would give her time to prepare Smit...and herself.

"One of them's a wolf faunus, right? Silver hair?" Lilly nodded to confirm the details. "She spotted me earlier and dragged the short girl away while you were talking. Guess they wanted to give us a chance to get acquainted."

_Dang it, Randi!_

/- - - - - - - - - -/

"I feel a little bad for ditching them," Honey admitted as the two of them grabbed a quick meal and vacated the area, eating as they walked.

"Trust me, Honey, you don't want to be a part of that," Randi assured her. "Lilly would've just used us as a distraction. Better to rip that bandage off."

"If you say so."

Randi had spotted the man easily enough. Aside from the fact that a clearly Huntsman-trained individual was watching them with a little too much interest, she quickly recognized him from some photos Lilly had shown them of her family. His black hair, interspersed with traces of gray, wasn't too unusual, but he had a familiar look to his face. She'd recognized it as the same face Lilly got when she was deep in thought, connecting the dots from there. Seeing his eyes firmly fixed on the boy holding his daughter's hand, she'd quickly decided that she and Honey were no longer needed and quietly slunk away unnoticed as the oblivious couple trod merrily to their doom. The way the man grinned at her departure only further cemented her decision to flee.

Call her cruel, but she wasn't about to throw herself into the fire to save them from a father's grilling. Judging from the stories of Lilly's recent visit – specifically, how she'd picked on her sister – there were likely two people that would be keenly interested in going after the couple. Randi wasn't sure if Lilly's mom would join in or hold the two back, but with a young child to manage as well, the two were in for an...eventful lunch.

Oh, she was sure they'd be angry with her later, but there was no escaping Lilly's father noticing the way they clung to each other. _Better to meet the family another time. Preferably, when they're not trying to dissect my partner._ Her shrewd father might even appreciate being given the chance to ambush Lilly and Smit, which meant brownie points for Randi.

"Hey, Smit wanted Lilly to take a break from planning. Doubt she'll have much time to focus on anything with her family psychoanalyzing her boyfriend." Randi laughed as she polished off the final bites of her chicken sandwich, tossing the empty wrapper in a nearby receptacle.

Lilly had proven a capable strategist, but their leader had a bad habit of getting too wrapped up in her own plans. Often, her greatest moments of inspiration came on suddenly, when she was focused on something entirely different. Her plan for Honey against CRDL had come about in the middle of a team pep talk with Honey, not during the non-stop strategy sessions before. Her method seemed to be to focus on a key idea, then build a plan around it. Problem was, she needed that one, solid idea to be effective. Mulling it over endlessly didn't seem to provide the necessary spark, so maybe a change of pace would help.

"I'm not sure this is what he had in mind. Pretty sure he–oof!" Honey stumbled as some random guy bumped into her from behind. Honey didn't fall, but the impact clearly threw her off balance a bit.

"Sorry!" the random attacker called as he sped off, scroll in hand.

"What was that all about?" Honey asked, watching as the boy rounded a corner and disappeared.  
  


"Not sure," Randi shrugged. A trio of girls sped past, following the same route but without mowing them down this time. "Guess there's only one way to find out. Let's go see what all the fuss is about."

Randi quickened her pace, leading Honey on the same path as the excited teens. Once they rounded the corner, Randi understood what had them all in such a hurry.

"Looks like Ozpin was right." A small crowd had formed in one of the more open intersections as people jockeyed for position. Scrolls were held aloft, all pointing at a small gap in the center of the miniature mob. Randi couldn't see much, but the shock of red hair in the midst of the group stood out easily enough. "Pyrrha must've gone off on her own for a bit." Her crazed fans always seemed to follow her, but tended to keep a little distance when she was with her team.

Now, with the famous champion all alone, it seemed the ravenous crowd had abandoned their restraint, trapping their friend in a never-ending demand for photos, autographs, and more. Pyrrha's years of being in the public eye had her smiling through it all, but Randi recognized how strained her pleasantness had become. She tried to move forward as she spoke to her adoring fans, but they simply moved with her, growing slowly in number as word of her appearance spread. She seemed to be herding them toward a narrower area, hoping it would thin them out enough to let her slip away, but Randi doubted they'd give up so easily.

"Is she okay?" Honey asked, voice dripping with concern for their friend.

"Honey, she's a championship fighter. One of the best of our generation. I think she can handle a bunch of civies wanting an autograph." Then again, this was Pyrrha. The girl was far too kind for her own good. Randi watched as Pyrrha's hands seemed to move a little more than necessary, innocently making contact with anything and everything within reach. The occasional scroll that came too close. A small, metal display of stuffed animals. The support beam for a light awning. The movements were subtle, but Randi knew what they heralded.

Undoubtedly, once she forced the crowd into a narrow passage, a series of strange occurrences would unfold. A few scrolls would be dropped, leading their owners to fight with the surging fan base to recover them. A nearby display would accidentally be toppled, while the thin awning outside another booth would suddenly fall. Angry shop owners would yell at the crowd, furthering the distraction and giving Pyrrha a brief moment to escape. Might even be a few things fall behind her once she broke free to slow any pursuers. Nothing violent, of course. Merely a convenient delay to create some space so she could disappear around a few corners.

It wasn't a great plan, but it seemed to be all Pyrrha had at the moment. Unless, of course, someone came to her rescue. _You owe me for this, Invincible Girl._

"Pyrrha! There you are!" Randi shouted, striding into the crowd with Honey in her wake. One or two protested, but they all quickly backed down as they recognized her as a fellow student. A few scrolls took photos, as one or two even whispered her name. It seemed some had studied the recent releases thoroughly. "We've been looking everywhere for you."

"Y-you have?" Pyrrha asked, as surprised as her audience to have Randi suddenly appear.

"Miss Goodwitch tried to contact you, but said you didn't answer." Randi subtly shook her head once as Pyrrha reached to check her scroll. Pyrrha caught the motion easily enough. The inclusion of the infamous professor from Beacon implied a sort of seriousness.

"I'm sorry. I must have missed it in all the excitement." The implication that her fans had caused her trouble was obvious, but in a kind way to blunt the criticism. "What did she need?"

Randi glanced at the assembled mass of bodies. "It has to do with the Tournament next week. I told her I'd fill you in on the details."

"Understood," Pyrrha replied, before adopting an overly friendly smile and turning back to the crowd. "I'm sorry everyone, but it looks like I'll have to leave you. Thank you all for your support. Don't forget to cheer for Team Juniper next week!"

Mutters of disappointment followed the crowd away, but others seemed excited just to have seen the famous fighter up close. Any reports would likely paint Pyrrha as a gracious celebrity spending time with her fans, before being forced to cut it short due to Tournament business. Her image would not only remain untarnished, but would likely grow as people assumed she had no choice in the matter and would have preferred to spend time with the adoring public. No one would mention how the three students slipped through an empty conference room, between two booths closed for lunch, and over a pair of fences.

"Thanks for that," Pyrrha sighed as they finally escaped to an open field outside the fairgrounds. The area was mostly deserted, given the excitement of the displays behind them.

"Not a problem," Randi insisted, leading them a little further to a small, secluded picnic area. They quickly claimed a table as their redheaded friend finally relaxed now that they were free of her adoring horde. "Would've been a shame if your crowd had knocked stuff over."

"So...you caught that, huh?" Pyrrha's cheeks reddened at being called out, but Randi waved off her concern.

"Why were you off on your own?" Honey asked. "Where's the rest of Team Juniper?"

"I...I needed a little time to think," Pyrrha replied. "With all the excitement of the Tournament, I thought I could use some time to reflect on things. After all my time at Beacon, I guess I forgot how excited people get when I'm around."

"That was normal?" Honey asked.

"Sort of. They've actually held off more than I expected this week, but it was bound to happen eventually." Pyrrha looked like she was used to the swarming, even if it displeased her a little. She'd often told Randi how she longed to be seen not as the Invincible Girl, but simply as a person – as Pyrrha. "So, how are Team Laser today? Are Lilly and Smit off on another romantic date?"

"Not exactly..." Honey wasn't sure how to explain, so Randi figured she'd jump in.

"Lilly's family arrived today. We ran into her father on the way to lunch."

"Oh, that's wonderful!" Pyrrha exclaimed. "Already introducing Smit to her parents. My, they move fast."

"Actually, Lilly hasn't told her family they're dating." Randi grinned as realization dawned on their friend.

"Oh." Pyrrha winced a little at the idea. Lilly had told them all about how protective her father could be of his two girls, especially when Violet brought home a boy recently. At least then, the family had been aware of every step and could keep a close eye on them. Finding out that your daughter, who was away at school, had started dating without telling you, made it seem like she wanted to keep things hidden. That inevitably lead to the question of what she was trying to hide, thus casting them in a negative light.

"Honey and I slipped away before the fireworks. Figured they could use the privacy." Randi grinned mischievously.

"Who? Lilly and Smit, or her parents?"

Randi could only laugh in response, with the other two girls joining in. "To be fair, she could've told them before today. Not sure having her dad show up to see his arm around her was the best start, though."

It was nice to see Pyrrha relax. The girl pushed herself so hard, not only in her own training, but also in training Jaune. Her partner had improved significantly under her tutelage, even if he still averaged just above the halfway mark in class. Considering he was winless before that, halfway in a few months stood both as a testament to Pyrrha's instruction and evidence of their classmates' need to improve. Everyone was getting better, but some were beginning to fall behind.

There were very few people Pyrrha truly relaxed around. Randi had earned one of those rare spots during their sparring sessions, proving to be a good friend and a better listener. Pyrrha often needed to vent, but since one of her main struggles had to do with a certain blonde leader of hers, she couldn't exactly talk about it to her team. She'd once told Randi that she tried to avoid burdening Ren and Nora with her problems, which was part of the reason she appreciated Randi so much. Naturally, Randi had reminded her that good teammates wouldn't see her as a burden, leading Pyrrha to open up to the odd pair more.

"I'm really glad things are working out for them," Pyrrha intoned.

"Now if only you could have the same," Randi instantly replied.

"Randi!" Honey shouted, slapping the faunus girl's arm. "I'm sorry, Pyrrha. She didn't mean that."

"Yes I did," Randi said, shutting down her teammate's attempt to smooth things over. "That's what you were out here thinking about, wasn't it?"

"Am I really that obvious?"

Honey's jaw nearly hit the table at Pyrrha's straightforward admission. Honey and Pyrrha were friends, but Randi had developed a sort of deeper understanding with the resident champion. One of the reasons Pyrrha confided in her so much was how Randi never really held back. Pyrrha insisted she said what was truly on her mind, which was fine by Randi. Their sparring matches often ended with the two having honest discussions about whatever was bothering them, trusting the other to voice their honest opinion rather than try and be nice.

When Jaune had been chasing after Weiss for the dance, Randi had encouraged Pyrrha to talk to him plainly and address her jealousy head-on. Pyrrha claimed she'd tried, but Jaune had somehow missed the signs and brushed it off.

When Smit and Lilly had struggled after the docks, Randi had sought Pyrrha out for help. Pyrrha had suggested that she work on Lilly, rather than chasing down Smit and trying to fix things herself, lest the team be seen as pairing up against each other. The advice had worked out better than Randi expected, to be honest, considering how quickly everything went back to normal once Lilly finally addressed the issue herself.

"You've been watching them pretty close the last few days. Kept asking me how they were doing and always got this longing look in your eye when I told you." Randi leaned forward, placing a hand on Pyrrha's as the embarrassed champion blushed at being caught out so easily. "What are you waiting for?"

"I...I don't know," Pyrrha stammered, pulling back from Randi's touch. "I keep trying to talk to him, but I never find the right words to say. Honestly, I'm a little jealous of Smit. He had the courage to tell Lilly how he felt – to say exactly what I can never say to Jaune."

"It worked for him, though," Honey offered.

"I know it did, and I'm happy for them, but..." Pyrrha looked ashamed as she continued, "a small part of me hoped it wouldn't."

"What?" Honey gasped.

"It's not that I want them to fail, it's just..."

"You wanted to justify your cowardice." Randi finished for her.

"Well, I wouldn't say it like _that_ ," Pyrrha chuckled, unaffected by Randi's bluntness. "But, yes. I knew if it worked for him, I'd have no excuse for holding back. If there's proof that it could work, then why haven't I tried?"

"Because life is never that easy." Randi's simple declaration silenced Pyrrha. "Just because it worked for them doesn't guarantee it'll do the same for you. All it did was give you hope. Funny thing about hope, though. It can be the greatest tormentor of all. If there was no chance, you could try and move on, even if it hurt. But knowing it might work means you can never give up." Randi sat back as she continued in her matter-of-fact tone. "The way I see it, you've got two choices. You either come clean and hope for the best, or you stay quiet and torture yourself more."

"I know. That's why I've decided to finally tell him," Pyrrha claimed. Randi sensed there was more, though. "Right after the Tournament."

"Why wait?" Honey asked.

"It wouldn't be fair to drop this on him right now," Pyrrha insisted. "He's already under enough pressure with all the attention we get thanks to me. He needs to focus. The timing's just not right."

"And you think waiting until after the Tournament will be better?" Randi's question was soaked in doubt.

"Yes?"

"Pyrrha, there's never going to be a convenient time. If you win the Tournament, you'll be afraid to ruin the good mood if he turns you down." Pyrrha's face dropped as the thought hit her. "If you lose, you'll tell yourself to wait until everyone's cheered back up. You've made excuses every step of the way. Maybe, instead of caring about how your feelings might affect others, you should trust them to care about you."

"You make it sound so simple," Pyrrha sighed, a forlorn smile on her face.

"It's not simple, but it's also not as complicated as _you_ make it sound. Besides, I'd be willing to bet it'll work in your favor."

"Is that so?" Pyrrha's smile grew slightly as thoughts of success began to take hold.

"Absolutely," Randi insisted. "Tell ya what...if it doesn't, I'll kiss Ren, right in front of Nora."

Pyrrha stifled her laugh, only for it to build and eventually burst through her lips. It took her a good half a minute to finally regain control as a smile split her face. "I'd pay to see that, although I wouldn't want to have to clean up afterwards." Pyrrha wiped at her watery eyes. "You really think I should tell him?"

"If you don't, Honey and I will make your relationship our personal project. As I'm sure my teammates can tell you, we can be pretty ruthless. Isn't that right, Honey?"

"Should we lock them in a closet first, or start slow?" Honey asked, stroking her chin. "Haven't tried faking love notes yet. Oh, I know! You can pretend to be interested in him until Pyrrha's overcome with jealousy!"

"That's a good start, but I'm not a big fan of the last one." Seeing Pyrrha relax slightly at that, Randi corrected, "Although I guess I can take one for the team. It's for a friend, after all."

"No!" Pyrrha shouted, still smiling, but a little embarrassed at her own outburst. "I mean, no, I'll do it."

"When?"

"After the first round," Pyrrha promised. "If we win, it'll be me and Nora in the next round, so there won't be as much pressure on him."

"Fair enough," Randi agreed, nodding to Honey at a job well done. "So, that only leaves the how. What you think, Honey? Long, drawn-out discussion on feelings, or does our fearless warrior simply pin him to the wall and make her intentions obvious?"

"Randi!" Honey slapped her arm again, failing to hide the embarrassed laugh that it elicited, especially with how Randi's eyebrows waggled in a spot-on Yang impression.

Despite the darkening of her cheeks, Pyrrha laughed at the joke. "Nothing that scandalous, I assure you." Pyrrha rose from the table, coming around to bring them both in for a tight hug. "Thank you. I'll tell him on Wednesday, then, and let the chips fall where they may."

"Just know we're both betting on you, Pyrrha," Randi assured her. "We should probably go rescue our other couple from the parents, though. Pretty sure we're in for some trouble. You think we've given them enough time?"

"Maybe we walk a little slowly," Honey posited.

Pyrrha thanked them again, practically skipping away as she headed for the bullhead docks. For once, her smile was one born of actual joy, rather than just her usual kindness. Randi could even hear her humming some happy little tune.

"Ten lien says she breaks down and tells him tomorrow," Randi offered. _She's already gotten past the hard part. All she has to do now is get the words out. Doubt she'll be able to wait much longer._

"I was thinking the end of the day, actually."

"Hm, fair enough," Randi shrugged. That was possible, but she figured Pyrrha to be a little more patient than that. _Then again, she's already been waiting since last semester._ "Guess we'll find out later. Let's go take our beatings."

/- - - - - - - - - -/

"So, how long have you two been dating?" her mom asked, easily the least dangerous question she'd been asked so far.

"Less than a week," Lilly answered, grateful for a question from the more reasonable of her parents. With a vindictive grin, she stared down her father and added, "After talking it over with Dad, I decided to give Smit a chance. Thanks for the advice, by the way."

"If I recall correctly, I also gave some _other_ advice," her father added, ignoring the bait entirely.

"Dad, I hardly think holding hands qualifies as getting handsy." She knew her dad understood, but clearly he wanted to make this as agonizing as possible for them. "Besides, I think someone might notice if he went missing. We kind of have a Tournament in two days."

"I can't believe you get to fight in the Vytal Tournament!" Violet practically squealed.

"Thanks for the vote of confidence."

"You know what I mean," Violet growled, punching her older sister's arm.

"Girls, play nice," Mom instructed, eyes focusing on Hunter, who was failing to hide his broccoli under her steadfast gaze.

"What? She's a Huntress," Violet objected, trying to justify her attack. "And, apparently, she's good enough to fight next week. I'm just...helping her with her aura control."

"Not much. Maybe if you spent more time working out instead of drooling over what's-his-face, I might've actually _needed_ to block that one."

"Girls."

"Hey! I'm not the one on trial here. You and Smith were the ones caught getting all lovey-dovey."

"It's Smit, actually," Smit tried to interject, only for his correction to go ignored as the siblings traded shots.

"Plus, I'll have you know I'm one of the best in my class," Violet bragged. "In fact, my combat scores are better than yours were when you were at Signal."

" _Girls._ "

"Guess your class just isn't as challenging as mine was," Lilly responded hastily. "After all, Yang and Honey are in the Tournament too."

"Oh yeah? Well, as I recall, you didn't have to fight Yang after your little blow-up, did you? So she doesn't count."

"Girls, enough!" Their mother brought the barrage to a sudden halt, slamming her hand down on the table to silence the quarrel. Hunter seized the brief diversion to ditch half his vegetables. Seeing the pair finally quiet down, Mom calmly sat back, eyes darting between the two offenders and promising swift retribution if they dared challenge her. "Violet, that was uncalled for." Lilly couldn't help but smile as her sister shrank in on herself, apologizing more to her mother than to her. Unfortunately, Mom hadn't finished. "Lilly, stop picking on your sister so much."

"Yes, ma'am." Being reprimanded in front of Smit was all sorts of embarrassing, but fighting a mother's fury was a losing battle.

"As for you, young man," Hunter froze as the attention shifted back to him once more. "Don't think I missed that. If you're not hungry enough to eat your vegetables, then I guess you won't have room for a snack later."

"But Mom..."

"No buts." Hunter hadn't yet realized the pointlessness of fighting back – a lesson his sisters had learned through countless failures. He would no doubt follow the same path. "Now, Lilly, we came all this way to see you, not to murder your friend." Even Dad seemed to quail under Mom's fierce rebukes, smiling guiltily in return. "I for one would like to get to know more about the young man who's captured my daughter's interest."

"Oh, uh, sure," Smit nervously agreed, answering the random questions Mom shot his way as best he could. He still seemed unable to resist looking over to her dad every now and then. The way Dad stared back, eyes narrowed, showed the man would be analyzing every syllable. Lilly rolled her eyes at the display, knowing Smit had no hope of pleasing her father. At least, not yet.

Dad was shrewd when it came to people. He often formed opinions by the end of their first meeting and rarely proved inaccurate in his summations. While you spoke, he'd be busy dissecting not only your words, but your tone and mannerisms, trying to discern who you really were, while never giving anything away. His sharp, blue eyes seemed to delve deep into a person, searching their soul for hidden secrets as he pieced together what to expect of you.

Lilly had seen it time and time again growing up. Parent-teacher conferences. Social events. Anytime someone new was introduced, the psychoanalyzing was sure to take place. She could still remember the time they'd met Aunt Opal's new boyfriend a few years back. He seemed like a pleasant enough person to Lilly and spent a good deal of the evening chatting with Dad about business, sports, and other mundane topics. She even heard Dad tell a joke or two, earning raucous laughter from the guy. Everything seemed great.

Until they left. Only a few minutes later, Dad was busy telling Mom how he didn't like the guy. Said he wasn't right for Opal. She'd thought it just him trying to protect his little sister, but a few months later, they found out that Aunt Opal had broken it off after catching him with another woman.

Getting it right one time could be called a coincidence, but Mom claimed he used to do it all the time at Beacon, back when the two were just dating. Whenever one of her friends started seeing someone new, it was almost a given that Dad would track the guy down to get a feel for him. Apparently, he'd almost always been able to predict which relationships would work out and which would fall apart. He'd tell Mom his findings, of course, who would then know who to keep an eye on.

With a track record like that, Lilly really hoped Smit could come away with at least a decent impression. She wasn't going to break up with Smit just because her dad didn't like him, but she really did want his approval. At the very least, it would put her mind at ease a little better.

"So, you're from Atlas. What made you come to Beacon, then?" Dad questioned during a brief lull courtesy of Hunter acting up again. "I understand they have a fine academy up there, too."

"Oh, they do," Smit answered, careful not to disparage his home Kingdom. "I guess I just wanted a change of scenery, you know? The weather in Vale's much nicer. Plus, I wanted to strike out on my own, I guess. Never gonna learn to stand on my own two feet otherwise."

The answer sounded good to Lilly, but per his usual, Dad gave nothing away, instead pushing forward before Mom could reclaim the line of questioning. "And how do you like Vale, so far?"

"It's...different," Smit replied, trying to think of what to say. "Like I said, it's a lot warmer here than back home, which is nice. A lot more to do outside, too. It's also easier to walk around the city than back in Atlas." Given the harsh environment of that Kingdom, you either had to bundle up in multiple layers or drive to go anywhere. "People seem friendlier too. Then again, maybe that's just the weather again. People don't tend to stop and chat in the middle of a snowstorm."

"Fair enough." Another undiscernible answer. Smit seemed to relax at the line of questioning, which Lilly recognized as one of her Dad's favorite tactics. He'd get you to let your guard down before really pressing you. If she was right, Dad had an actual question he'd been saving. The look in her father's eye proved he'd spotted the opening and was moving in for the kill. "Well, I just have to know, how did the two of you go from hating each other to dating so quickly?" Lilly's breath caught at the sudden bluntness. "Wasn't it just last semester you wanted him kicked off your team, Lilly?"

"I never said that!" she protested, turning to Smit. "I...I was angry, but I never said I wanted you expelled."

"Plus, weren't you interested in Lilly's friend at the time? Yang, wasn't it?"

"Daaaad!" Lilly whined, upset at how he began piling on the problems. Sure, they'd had a pretty rough start, but it wasn't _entirely_ his fault. They'd both made mistakes. It wasn't fair to lay all the blame on Smit. He was just–

"You're right."

The whole table seemed to wait for Smit to continue, especially her dad.

"I was kind of an idiot last semester. Always chasing after Yang and never really paying attention to Lilly. Heck, I tried to use her to get closer to Yang at first, only to find out the two weren't exactly on speaking terms back then." Smit chuckled at the distant memory. "Then, I royally screwed up and let the team down. Honestly, Lilly would've had every right to want me gone."

"That's not–"

"Let me finish," Smit insisted, silencing Lilly's attempt to divert him. "I'm...I've got some issues. Things I still struggle with. But Lilly gave me another chance. She stood up for me, even when I didn't deserve it. Ever since, she's helped me work some things out...things that I had tried to ignore for too long. I can honestly say I'm the man I am today because of your daughter." Smit looked over at her, eyes seeming to shine as he continued. "She saw the good in me, long after even _I'd_ given up. She gave me hope for the first time in years. I guess that's why I love her."

 _Why he WHAT?!? Did he just say what I think he said? And in front of my parents?_ The words had slipped out so easily, too. Smit had already turned back to her dad with a confident smile, leaving her to panic in silence. _H-he doesn't mean that. Of course not. He just means he loves me like a friend. That's it. Kind of like how I love our team. A friend kind of love. That's all._

"Aw, that's nice," Mom cooed, ever the sentimental one.

Dad was a little less emotional at the display. "Hm. Glad to see she took my advice and listened for once."

"In that case, thank you for your help, Mister Azura." Smit reached across the table to shake her dad's hand. For his part, Dad calmly returned the gesture, giving his hand a single, firm pump before letting go. "I guess we owe our relationship to you, then."

 _Did he just try to turn things around on Dad? Is he insane?_ Worriedly, she glanced at her father, almost choking on what she saw. _Is that...is that a smile?_ Sure enough, the edge of Dad's lips had curved upwards ever so slightly, more a smirk than a smile, but still the closest thing to a reaction she'd seen yet.

"It would seem so," Dad answered easily, before his eyes drifted past them both. "Ah, it seems like the rest of your team have finally found you."

Lilly nearly threw Smit off his seat as she spun around, finding the offending pair only a few steps away. Randi's poker face remained intact, but Honey's guilty smile gave the game away. The two seemed fully aware of what they'd done, but Lilly doubted they were about to apologize. Oh, Honey might, if only to assuage Lilly's anger, but Randi would just make some lame excuse, knowing full well no one would believe it, then rationalize the whole thing away. Even so, the new objects of attention would serve her well.

"And just _where_ have you two been?"

"We must've gotten separated in the crowd," Randi tried, smile just a little too smug to be believable.

"We were talking to Pyrrha," Honey rushed to explain, knowing Randi's penchant for egging her partner on wouldn't end well. "She needed some advice. _Relationship_ advice."

"Ah." That...actually made sense. Randi and Pyrrha were pretty close, so it was understandable that she'd confide in Randi. Everyone knew the seemingly indomitable girl had the hots for Jaune, for whatever reason, but couldn't seem to bring herself to talk to him about it. "Any progress?"

"Quite a bit, actually," Randi said. "Seems a certain couple has inspired her to give it a try."

"Is that so?" Lilly hadn't realized Pyrrha was so interested in their relationship, but maybe seeing it work for someone else had finally been too much for the girl. "Good. No idea what she sees in that guy, but if that's what makes her happy, then I say go for it."

"Ahem," Mom coughed from behind her, reminding her of the small assembly she'd blocked out for the juicy gossip.

"Oh! Mom, Dad, this is my partner, Honey, and Smit's partner, Randi."

"Hi!" Honey waved excitedly.

"A pleasure to meet you all," Randi added more eloquently.

"These are my parents, Ashton and Ginger Azura. The moody girl beside me is Violet." Her sister balked at the description, but Lilly pressed on. "And my brother, Hunter."

Simple greetings were exchanged as the two halves of Lilly's life were introduced to one another. Honey almost immediately zeroed in on Hunter, proclaiming him to be a little cutey as she claimed the seat beside him. Mom seemed content to let her partner take Hunter's attention so she could take a short break. Randi sat down beside Violet, who could hardly contain her excitement.

"Is that an armored backpack?" Violet asked, flicking a single finger against the polished, silvery metal. The pack pinged in response. "What's that for?"

"It's actually a full suit of armor," Randi explained. "It's fully mechanized, so I can deploy it in seconds rather than having to put it one piece by piece."

"That sounds pretty complicated," Dad hummed, somewhat intrigued by the design.

"I had help from an experienced blacksmith putting that in. Even then, it took us a while to perfect. Makes it so that I can always be prepared without having to lumber around in it all the time." Randi reached behind her, detaching her spear and helmet. "My spear collapses to fit alongside, and my shield covers the whole back. If you look closely, you can see where the lines meet, but it's pretty flush." Violet ran a finger along the subtle divide, only to have her attention stolen by the helmet placed on the table.

"Your helmet is a wolf head? That's so cool!" Violet had always been one for aesthetics, so the intricate design of the snarling wolf had her practically drooling.

"It's modeled after my great-grandfather's armor, which my grandfather also wore. Guess they had a flair for the dramatic."

"So, are you four ready for the Tournament?" Mom asked, hoping to get a conversation going.

"Almost," Lilly answered for them. "I'm still working on a plan for our first fight, but I've got a few ideas. Just need to flesh them out a bit."

"We'll be ready," Randi insisted. "Lilly's a great strategist. I'm sure she'll have something ready."

"Yeah! She came up with a plan for us to win our qualifying match. We took down a whole team without losing a single person!" Honey cheered.

Lilly couldn't help the blush that crept onto her cheeks at their naked praise. Sure, her plan had been wildly successful, but it came with some large risks and wasn't guaranteed by any stretch. All it would've taken was a lucky hit from Cardin, or for their team to realize what was happening and regroup. The margin for error on Monday would be even slimmer against RWBY.

"We might not be able to make it to all of the fights," Mom hesitantly informed them. "Do you know when you might be up?"

They'd been instructed to keep things quiet on specifics, but Lilly assumed that was more for keeping the matchups themselves a secret. "We can't really say much. I'll message Dad later with what little I can tell you," she offered, eyeing the mass of people surrounding them. Lilly figured telling them the timing of their fight wouldn't be a problem, although she'd be sure to remind them to keep it to themselves, just to be safe. Who they were facing would have to be omitted as well.

"Fair enough. Don't do anything to get your team in trouble. Just want to make sure we don't miss your match." Dad took a quick look at his scroll before standing up, looking to Lilly as he did. "You mind helping me clean up?"

Smit rose to help Lilly, but she pushed him back down into his seat, waving off the offer. Normally, Dad would make everyone clean their own mess, even Hunter. Asking her to help him cleanup for everyone meant he wanted a word alone. She dutifully gathered the trash from her side of the table onto a tray and followed him to one of the large receptacles. Despite there being one nearby, he lead them further away, acting as if he hadn't seen the first one. Or the second. Whatever he wanted to say had to be done away from prying ears, it seemed. Trash deposited and trays stacked neatly on the small shelf above, Lilly waited for him to start.

She didn't have to wait long.

"Your team seems...nice," Dad offered, taking the time to choose his words. "They clearly look up to you and trust your judgment. Seems you've done well at Beacon."

"I'm just doing my best." Lilly smiled sweetly, summoning every bit of daughterly favor she could muster. They both knew he didn't pull her aside to talk about her team. "It's been tough at times, but we've always pulled through."

"It would seem so." Dad spared a quick glance back to their table, where Smit appeared to be telling some animated story to their family. "As for him..."

"Yes?" _Stop dragging this out!_

"There's something a little off about the boy." His eyes snapped to her own, studying her with a hint of concern. "I'm not quite sure what happened to him, but I've seen that look before. Whatever's in his past...it drives him forward, but that can be dangerous, too. A man like that will either overcome his past, or be consumed by it. I'd say to keep an eye on him, but I assume you already know what it is."

"It's...you're not wrong," Lilly admitted, recalling that fateful evening from last semester. _That seems like ages ago._ "I can't really tell you the details–"

"I wouldn't want you to," Dad allowed. "Words spoken in confidence should be kept as such." _Does he have a quote for every occasion or something?_ Lilly was just glad he hadn't mentioned the one about a squeaky wheel for once.

"Yeah. Let's just say he had a pretty... _traumatic_ encounter when he was younger. It's part of the reason he wanted to become a Huntsman."

"Ah, I see." Dad stopped to think for a moment. "The desire to prevent such tragedies can be a great motivator, but some can take it a little too far." Lilly grimaced, as much from the image of Smit killing as his furious outburst afterwards. "I'm guessing you know what I'm talking about."

"You could say that." Lilly doubted this line of thinking would be helping win Dad's approval anytime soon, but she knew better than to hide details from him. Better to get it all out in the open from the start. The honesty usually helped soften the blow. "He had some...problems last semester."

"Those wouldn't happen to be why you had your big fight, would they?"

"They were." And what a fight it had been. She'd never seen him so furious before. At one point, she'd honestly thought he would attack one of them. Thankfully, he'd realized it too and chose to leave before things escalated further. "We talked about it later on. He's still going through some stuff, but he's gotten a lot better. We try to work on it at least once a week now."

"Ah, so that's what he meant." Her father once more stared back at their table – at Smit. "While I don't exactly like how you broke the news," he fixed a soft glare on her, "I can't say I'm exactly angry at your new...relationship."

"Wait, what?" _Who are you and what have you done with Dad?_ She'd expected him to lecture her on being careful around him. Guarding herself lest she get hurt when it didn't work out or something. Hearing him approve of them dating hadn't even been a consideration.

"I said, I think he's a decent kid." Dad laughed softly at the shocked expression on her face. "What? Did you expect me to reject him without any consideration? You wound me, Lilly." Her dad's humor could be pretty dry, but he seemed rather pleased with himself nonetheless.

"No, it's just...you were kinda ripping him to pieces earlier. I figured you didn't like him."

"I just wanted to make sure, okay? You know how much I worry about you girls. Don't forget, I'm still kind of new to this whole thing too." He ruffled her hair lightly, careful not to mess it up too much. "Sure, he's got problems, but who doesn't. At least he's man enough to admit as much, and he's working to improve. Plus, he clearly thinks the world of you."

Lilly knew he was right, but hearing it still brought an embarrassed smile to her lips. "Really?"

"Without a doubt." He placed a single, firm hand on her shoulder, leaning down a little to stare meaningfully into her eyes. "You deserve the best. Failing that, you should find someone who wants to be better _for_ you." The small smile he'd allowed to slip through vanished, replaced by his typical calmness. "Now, I'm not saying I want you running off to get hitched or anything, but as long as he's respectful, I don't have any problem with you two testing things out."

Lilly nearly tackled him in a hug, drawing a small grunt from him as she impacted his chest. "Thanks, Dad."

"Don't mention it," he answered, slowly extricating himself. "No, seriously, don't mention it to anyone. If you ruin my chance to make him squirm, I'll never forgive you."

"Yes, Dad." Lilly rolled her eyes, but even she could admit to looking forward to watching Smit grovel for her father's approval. He didn't need to know he'd already won it to a degree.

"That being said, if he ever tries anything–"

"–no one will ever find his body. I got it." And just like that, her dad's overprotective nature returned. "I already warned him not to cross the line. I'm not some helpless little girl, after all. If he ever does anything I don't like, you'll have to wait your turn." He'd be stuck contending with Randi, Honey, RWBY, maybe JNPR, Bianca, Tilia...the list seemed to go on and on.

"That's my girl. Now, why don't we head back? I've got a few more _questions_ for the boy." Really, he was taking _far_ too much joy out of torturing Smit, but she guessed this was just all part of a relationship. _He said he wanted to work for it._ Little did he realize how hard he'd have it.


	36. Round One

The crowds roared as the two teams – Shade versus Haven – clashed in the simulated arena before them. Shots pinged off the barrier, protecting countless civilians from being gunned down. Dueling chants struggled to be heard over the raucous cheering of the assembled masses. All the while, two teams of teenagers sought to beat one another into submission with some of the deadliest weapons imaginable. Thanks to aura, there was no bloodshed, but the carnage unleashed in the center of Amity Arena was a far cry from the image Huntsmen usually tried to portray.

All of that – the explosions, the roar of the crowd, and the cries of victory and defeat – were nothing more than a continuous droning sound to Lilly. Hidden in one of the various changing rooms tucked within the underbelly of the Arena, Lilly stood alone, savoring the feeling of the locker’s cool metal against her forehead. Each breath was drawn slowly through her nose until her lungs could hold no more, then expelled with a slight whistling through her mouth as she sought to calm her fraying nerves.

 _This is it._ She still had plenty of time to prepare, having arrived well before the previous match started to give herself a few moments alone. She’d spent the weekend carefully preparing for what came next. At least, when someone wasn’t trying to pry her away with another distraction. Yang’s multiple visits for innocuous reasons had been denied. _Really, why would you need a cup of sugar? We have a common room with a decent supply just down the hall._ Rather than bother with strategy, Yang seemed intent on running interference on their own preparations, leaving the planning to Ruby and Weiss, no doubt.

Meeting Bianca for lunch on Sunday had been a nice breather, though. Her friend had gotten in late that morning and insisted on seeing both her and Yang, although she promised not to keep them long, understanding they needed time to prepare for the fights. Little did she realize the two would face one another just over twenty-four hours later. To save on lien, Bianca was splitting the hotel room with Lilly’s family for the week. She’d offered to pay her portion, but Dad had categorically refused, insisting she save her money for school bills and let him cover it. Dad could be pretty awesome sometimes.

The muffled voice of Professor Port broke through the din once more as a loud buzzer announced the elimination of some unfortunate combatant. The details of the elimination tugged at Lilly’s curiosity, but she refused to turn the monitor mounted in the corner back on. Better to focus on their fight than worry about another. If they made it through, she’d take the time to watch each match, carefully analyzing each victor’s fighting style for potential weaknesses.

Today, only one fight mattered.

Lilly checked her weapons yet again, carefully inspecting each dust cartridge as she unloaded and reloaded both _Brevis_ and _Tantum_. The familiar motions helped calm her a little as another buzzer sounded. Thoughts of whether that meant an equalizing of teams or a surge by one were pushed aside as she methodically ran through the strategy for their match.

Having settled on a primary plan, Lilly had drilled it into her teammates’ heads until they forced her to stop. Much like they’d done with CRDL, Lilly wanted to divide RWBY into three different battles. Each member of RWBY could be dangerous alone, but combined, they posed a much bigger threat. Yang would likely have to wait until the end, meaning the focus would be on eliminating each of the other three. Pressure on Weiss should force Ruby to stay with her, leaving Blake to fight solo after they peeled Yang away. Ideally, they’d take out Blake and Weiss, then gang up on the annoyingly quick Ruby. Hitting her would be difficult, but the young girl wouldn’t survive too many well-placed strikes.

Much of the battle could rely on the arena itself, unfortunately. RWBY held a distinct ranged advantage, so open areas would spell trouble. Heavy cover, on the other hand, would reduce their advantage and help divide them better. Honey and Weiss both would benefit from any dust-heavy arenas, especially something like an ice field. Fire, on the other hand, would pretty much negate their ice abilities. Such a blow would hurt Weiss more than Honey, though. Ideally, she’d like to have a cityscape or wooded area for cover, although the fire or desert arenas would be suitable for engaging Weiss if needed.

Lilly spared a quick smile over her shoulder as the door opened. Quietly, all three of her teammates entered. RWBY would have their own room in another section of the structure, letting them prepare without the other team nearby. Shortly after the current match ended, both teams would need to report to the large elevators that led to the staging tunnels. Then, they’d begin the agonizing march to the center platform as thousands watched from all around, not to mention the countless viewers glued to screens all across Remnant. They’d need to put on a confident face for the audience, even if the thought of so many eyes watching them terrified Lilly.

Already, she could feel the oppressive weight of the looming battle bearing down on her. Try as she might, the idea of facing RWBY shook her, especially with how near the moment was. Looking around the room, she could see the signs in her team as well. Honey quietly coiled and uncoiled _Singing Scourge_ , occasionally stopping to rearrange the spare dust vials on her belt. She probably wouldn’t need them, but better safe than sorry. Smit, having no equipment to fiddle with, seemed to be quietly talking to himself as he leaned against the wall. The little pieces she caught indicated he was rehearsing battle plans. Randi sat stoically on a bench, carefully polishing her helmet, but her eyes had a distant look to them.

 _Looks like I’m not the only one worried._ They’d done everything they could to prepare for this moment, but no amount of preparation could fully prevent doubt from creeping in. None of them had ever done anything like this before. Every moment – every mistake – would be captured on video and broadcast to all of Remnant. The weight of such attention was enough to crush a person.

As team leader, Lilly knew it was her job to rally her team. A confident leader could inspire those around them to go beyond their limits and attain greatness. Problem was, she wasn’t feeling all that confident herself. _Even so, I need to be strong. They need me to be strong._ With a deep breath, she stowed her weapons against her back and stepped to the middle of the room, summoning the attention of her team as she did.

“Well guys, this is it.” Lilly didn’t know exactly what to say, so she figured stating the obvious would buy her some time to figure out the rest. “We’ve worked tirelessly to get here. No matter what happens out there, no one can deny what we’ve accomplished together.” Honey managed an encouraging smile, but Lilly didn’t plan to leave it there. “But I for one am tired of always being the _other_ team.

“Every step of the way, Team Ruby has tried to outdo us.” Lilly turned to Smit. “Smit gets into Alsius for saving his father. Ruby gets into Beacon two years early for fighting Torchwick. We get a special mission from Ozpin himself. Ruby gets special permission to go on an upper-year mission. We manage to take down a White Fang base in Vale, and what do they do? They somehow uncover a major White Fang operation in Mountain Glenn.”

Really, if not for RWBY, their faces would probably be all over the news for their exploits. Lilly wasn’t so petty as to be upset that RWBY was accomplishing so much, but always playing second fiddle had grated on her nerves for far too long.

“They always manage to steal the spotlight in the end,” Lilly continued, voice rising as months of pent-up frustration were finally unleashed. “We all fought at the docks, but listening to the media, you’d think Team Ruby did all the work! You two,” Lilly looked toward her partner and Randi, “helped them take down a freakin’ Paladin, but all anyone talks about is how _Ruby_ busted a White Fang rally. They even seem to get special treatment from the faculty. Ruby left a crater in the courtyard on day one! Then, she and Weiss burn down half the forest.” _Okay, maybe it was less than ten percent, but so what? Still a forest fire!_ “They even started a food fight that nearly destroyed the entire cafeteria! And what kind of punishment do they get? Nothing!”

Sure, Miss Goodwitch had used her Semblance to tidy things up afterwards, but stacking pieces of a ruined pillar didn’t exactly fix it. The school had to replace several tables, along with all the vending machines. Add in the cost of cleaning, structural damages, and a colossal waste of food, and Beacon had likely shelled out a small fortune that day. At the very least, RWBY and JNPR should’ve been made to clean or something, given they were the ones most responsible for the damage.

“Well, that ends today!” Lilly announced with a confidence she didn’t really feel. “ _We_ tracked down Blake when she ran away! _We_ infiltrated and exposed White Fang operations in and around Vale! _We_ held the Grimm at bay at the Breach! It’s time Team Laser finally got the respect it deserves, and it all starts with showing Remnant that we are just as good – no, _better_ than Team Ruby!”

“Yeah, let’s get ‘em!” Smit cheered, kicking off the wall.

“Today, we finally have a chance to show the world what we’re made of. A chance to stop living in Ruby’s shadow and prove to everyone that we’ve _earned_ their respect and attention!” Behind Lilly, a green light came on above the door, indicating the time had come. “Now, let’s march out there and show Remnant just what Team Laser is capable of!”

/- - - - - - - - - -/

“Good luck!” Miss Farleigh smiled as she waved a hand down the tunnel, letting them know it was time to enter the arena. At the opposite end, concealed from view, Winter Schnee would likely be doing the same for Team RWBY. Some may have called favoritism there, but it didn’t really matter. The representatives were assigned tasks like that, ensuring the Tournament ran smoothly. Besides, Lilly wouldn’t begrudge Weiss the chance to be cheered on by her sister in private, even if she hoped to disappoint the Specialist.

“Thank you,” Lilly flatly responded, already marching down the darkened tunnel with her team in tow. The roar of the crowd grew as they approached the bright light, along with the voices of two familiar teachers.

“Ladies and gentleman, it’s time for the final match of the day!” Professor Port’s voice rang out as Lilly pushed into the light, squinting slightly at the sudden brightness. With nothing solid between her and the crowd, the sound hit her like a wave, but she rode it out, ordering her feet to keep moving. “And what could be more exciting than seeing two teams from the prestigious Beacon Academy face one another?”

“That’s right, Peter,” the hurried voice of Doctor Oobleck commented. He still rushed through words with reckless abandon, but appeared to be trying to slow down a little for the broadcast. Every student would notice the difference, even if it still seemed quick to anyone else. _Guess we’ve just gotten used to it at this point._ “For our final match, Team Ruby and Team Laser, both of Beacon Academy, will face off for a chance to advance to the doubles round.”

“And after having to sit through the other academies’ fights, this should prove to be a fine demonstration of the prowess that Beacon Academy instills in all of its students.” _So much for unbiased announcers._ Lilly couldn’t imagine who’d okayed Professor Port as an announcer, even if he could play the crowd easily enough. Then again, imagining Goodwitch trying to do the same had her cringing internally.

The announcers’ banter continued as the two teams reached the central platform. Unlike in their qualifying match, their opponents weren’t in order of their name, but the arrangement hardly surprised Lilly. Blake and Yang occupied the flanks, with Ruby and Weiss in the middle. Thankfully, Yang had brought up the rear, waving and flexing cockily at the crowd. That put her exactly where Lilly wanted her.

To Lilly’s right, Smit and Honey stood ready, while Randi claimed the final spot across from her fellow faunus. Silvery armor quickly clicked into place as Randi donned her helmet, twirling her spear dramatically as she readied her shield. The crowd cheered louder in response, enjoying the little display as the arena randomizer came up and began to spin, slowly coming to a halt on RWBY’s side.

“Dang it,” Lilly muttered, seeing the dreaded ice symbol above RWBY’s heads. As if to prove her point, Weiss nodded to Ruby, who grinned back at her partner. The two obviously had planned for such a possibility and were fully aware of how beneficial it could be to Weiss. Ruby would need to watch her speed, however, since the footing could be tricky.

The arena randomizer screens on LHSR’s side slowed to an eventual halt, sounding a loud tone to announce the selection. Sparing a glance backwards, Lilly kept a straight face as a picture of a trio of trees stared back at her. The arenas quickly rose from beneath and clicked into place, leaving a veritable forest of large trees behind her, while RWBY guarded a sweeping field of ice dotted with random, sharp protrusions and hills. The sparse cover was better than none, she figured.

Arena layout set, Lilly realized what she needed to do. “You actually planning to fight me this time, Yang?” Lilly mockingly asked. “Of course, I wouldn’t be against another forfeit.”

“Sorry, but you’re not getting off so easy this time.” Yang dramatically deployed her gauntlets as she fell into a ready stance.

“Bring it on, blondie,” Lilly shot back, twirling her tonfa into place. The motion was pretty useless, but served to rev up the crowd further. More importantly, it played to Yang’s competitive nature. Lilly noticed the way Yang leaned forward, indicating her intention to charge directly at Lilly. She wasn’t entirely sure if that was the team’s plan or just Yang falling for her bait, but with the crowd chanting a countdown, it wouldn’t matter for long.

“Begin!”

Lilly barely heard the announcement from Port’s booming voice. The moment the countdown had ended, Yang shouted as she launched herself forward, covering the distance in an instant courtesy of dual blasts from _Ember Celica_. The blonde rocket crashed into Lilly’s crossed tonfa, pushing Lilly back as she wisely chose to give ground to the sudden onslaught. Her retreat led away from the ensuing battles between the teams as she dove to the side, firing _Brevis_ both as an attack and to cover the distance quicker. Yang wasn’t the only one who could use that trick.

Meanwhile, the remaining combatants began their own skirmishes in varying fashions. Much like Yang, Smit had charged forward immediately, hurling a pair of fireballs at Weiss in the process. The heiress clearly expected as much, bringing up an ice wall for cover just as quick. Smit broke through easily enough, only to find Weiss speeding away to the ice fields. He rolled to the side as a shot rang out, his left arm jerking in pain as _Crescent Rose_ targeted him.

Ruby lined up another shot as she tried to follow Weiss, only to nearly fall over as ice sprang up around her feet. Before _Singing Scourge_ could come around again, glowing an angry yellow and sparking with energy, a quick twirl of her beloved scythe broke her feet free. All that the whip struck was a flutter of petals as Ruby quickly vacated the area to rejoin her partner. Honey tried to follow, but was forced to copy Weiss’s opening move as sniper fire forced her back. A quick flick of her whip formed a new icy barrier several feet away, which she rolled to between shots, even as her new cover began to crack under the withering fire.

Randi nodded as she watched the pairings unfold, bringing _Verteidigen_ up just in time to deflect the staccato of shots from Blake, who had broken off to the side. It seemed the two teams had similar plans, drawing the biggest threat away from the pack to deal with the others first. Randi appeared honored at the implication, but her appreciation would have to wait as she rushed after Blake, who was even now heading for the edge of the icy arena.

Lilly quickly lost sight of her teammates as she allowed herself to be pushed back into the tree line. She winced as another powerful blow struck her tonfa, jarring her shoulder from the sheer force of Yang’s strikes. While it sure beat a punch to the face, taking that sort of punishment was bound to wear down her defenses in time. The next strike – a right haymaker – left her just enough time to roll away from her berserk friend. Yang was on her again in a heartbeat, though. Lilly managed to duck beneath the next punch, letting the tree behind her take the punishment instead. The force shattered the trunk in an instant, sending a spray of wood chunks beyond as the easily thirty foot tree came crashing down on them.

Lilly threw herself to the side, conveniently opposite where Yang had dodged to, and took the short moment to dart behind another large trunk and tried to steady her breathing.

“Come out, come out, wherever you are,” Yang sang creepily, looking around for any sign of her opponent. Knowing better than to assume a particular direction, Yang kept her head on a swivel, quickly scanning multiple directions lest Lilly sneak up on her. With nothing in sight, Yang blindly chose a direction and slowly crept forward. A quick glance to her left provided just the opening Lilly had been waiting for as she chucked a rock past Yang.

It had scarcely hit the ground near a tree behind Yang before the girl let loose a triumphant yell, whirling toward the sound and smashing yet another tree to smithereens. Her victorious shout turned to a growl as she realized no one was there. “You promised me a fight, Azura. Show yourself!”

 _Actually, I never promised anything,_ Lilly thought as she used the commotion of Yang’s destruction to displace a little further into the woods. Yang hated hide-n-seek, never having been patient enough to either hide quietly or endure hunting difficult opponents. Unfortunately for her, Lilly excelled at the childhood game and planned to use it to her advantage. In a straight up fight, Yang had the clear advantage, but Lilly had no intention of fighting fair. All she had to do was keep Yang occupied while her team focused on their fights. It wasn’t glamorous, but a boring win still beat a thrilling loss in her book.

“Fine, keep hiding!” Yang yelled, levelling another smaller tree, incidentally creating a small clearing as she went. “I’ll find you, even if I have to knock down the entire forest first.”

Another tree plummeted downward as the clearing grew. Lilly doubted the crowd was enjoying the little display, but she had to assume the others were drawing far more attention at this point. With each blast, Lilly cautiously changed position, trying to circle around Yang little by little while maintaining a healthy distance. Against a melee fighter, distance could often be the difference.

“Still nothing?” Yang shouted, waiting in vain for a response. “Well, if I can’t fight you, I guess I’ll just go pound Smit instead! Have fun playing by yourself! Let me know if you get bored.” With that, Yang turned back toward the center of the arena and prepared to leave.

Lilly began to panic, realizing if she let Yang leave, their plan was doomed. Everything hinged on keeping Yang away from the others as long as possible. If Yang managed to rejoin the fight, especially before Lilly could reinforce her team, they wouldn’t stand a chance.

The first shot from _Tantum_ struck Yang in her shoulder. “Thought that would get a rise out of you,” Yang laughed, letting the next two shots ping off her gauntlets as she deftly deflected any further damage. “Wouldn’t want to let your _boyfriend_ get hurt, eh?”

“It’s not like that!” _Well, the boyfriend part, yes, but that’s not why I’m attacking, you dolt!_

Yang used the trees for cover as she advanced, quickly closing the distance while ensuring Lilly couldn’t get a clear shot. “Oh, come on, Azura. You’re clearly Smit-ten with the guy.” Yang laughed, even as a shot to her ankle made her stumble. “Don’t worry. I’ll make sure to tell him how you fought to defend his honor. I’m sure you two will have plenty of time to make kissy face while you watch me win the Tournament.”

As Yang lunged the last few yards, Lilly leaned to the side, bringing _Brevis_ around on Yang’s side. Yang managed to halt the strike on her forearm, just as _Brevis_ sprayed buckshot inches from her head. A quick jab to Lilly’s ribs struck true, tearing a small chunk of aura from her. Lilly leapt back, deflecting another strike wide with _Tantum_ as she tried to lead Yang deeper into the woods again.

_C’mon guys, pick up the pace! I’m not sure how long I can hold out against her._

/- - - - - - - - - -/

“Don’t suppose you’d be willing to stand still for a moment,” Randi requested as Blake dodged to the left, only to flip off the jagged ice there to redirect back and to the right. Randi followed, but had to slow her advance yet again as _Gambol Shroud_ unleashed a trio of shots at her. None of the rounds made it past _Verteidigen_ , but they served to delay Randi once more, prolonging the battle.

Randi had hoped for a quick elimination, as her team was counting on her, but her faunus opponent had proven far more elusive than expected, even on the ice. Randi managed to score a couple of hits early on, but even those had been glancing blows at best. Blake’s aura still hovered in the mid-eighties. Compared to Randi’s completely full bar, it should’ve been cause for celebration, but Randi knew she had the easiest matchup.

Worse, once they’d lost sight of the others, Blake had become far less aggressive, switching more to defense and baiting than actual attacks. Randi wasn’t dumb enough to miss the obvious. Blake knew who had the advantage here, but only if they actually fought up close. She risked such an encounter to draw Randi away, but now kept a larger gap. Randi assumed if she tried to retreat, Blake would move to intercept, but otherwise, the cat faunus seemed content to drag it out.

 _Maybe I can use that._ Randi made to charge forward, but the moment Blake jumped back, Randi turned the other way, holding her shield behind her. Sure enough, Blake let out a startled gasp, sliding a little on the ice as she hurried to catch Randi. It didn’t take long for the agile girl to cut her off, but now she had no choice but to engage again, lest Randi push past to join the others. Randi thrust _Angriff_ forward, a small grin sprouting as Blake flipped back and rattled off two more shots. Sick of their game already, Randi chose to push through, enduring the damage to bring her spear in from the side of a visibly concerned Blake still in the air.

Blake seemed to shimmer for a moment before suddenly dropping a little faster as she braced for the strike. Randi watched as Blake shifted slightly to the left as she fell, but ignored the adjustment to aim a little higher and to the right. _Angriff_ barely clipped Blake’s hair, yet the girl seemed to vanish as the clone dissipated, revealing the true Blake, who had clearly expected Randi to miss. Blake must’ve kicked off her clone slightly, meaning Randi’s strike caught her in the leg rather than the chest. The blow still scored a significant chunk of aura and sent the girl tumbling to the side. Blake got her feet under her just in time to sprint for cover, evidently convinced that Randi would give chase.

 _She’s not wrong._ After finally scoring a decent blow, Randi was in no hurry to surrender the advantage. Plus, contrary to Blake’s concerns of her retreating, Randi’s job was to take out Blake first. _Even if I tried to run, she’d be able to catch me pretty quickly._ They had drifted a good distance from the others, and while Randi considered herself a fast runner, a full suit of armor tended to slow you down. With Blake’s lighter load and considerable speed, running would just mean an ambush.

Rather than follow Blake, Randi cut around the other side of the icy stalagmite, hoping to catch Blake along the way. Rounding the corner, Randi was surprised to see Blake dart behind another outcropping of ice closer to the arena’s edge. _Must’ve guessed my angle and changed course._ She took a moment to consider her options.

 _I’ve got her on the run, but if she can get far enough away, she might loop back to her team while I search for her here._ Judging by the aura meters, Lilly still had Yang occupied, although the fight was definitely going in Yang’s favor at the moment. Smit and Honey seemed to be holding off against Ruby and Weiss, even if all four of them had taken a beating along the way. None of them stood above seventy now, and even as she watched, small bits from each seemed to be trimmed off. _If I don’t hurry, they might actually lose. Need to take care of this problem quickly._

Randi circled the large icy structure, moving to cut off any further progress by Blake. Quietly, she crept around, ducking low as she peeked out from her cover to spot the black-haired faunus ahead. Blake knelt near the edge of the outcropping, fidgeting with her weapon as she crouched, sneaking a look back at where Randi had been a moment ago.

 _Must need to reload._ Blake had fired off more than enough shots to deplete her weapon’s magazine at least once. She typically didn’t take more than a second or two to reload, given muscle memory and the quick release of Gambol Shroud, but Blake could just as easily be hoping to catch her breath after their last exchange.

 _Looks like she didn’t see me circle around._ Blake had chosen her spot well. Hidden behind an expanse of ice near the edge, she eliminated an entire side for approach. Randi would only go unnoticed for a moment, though. Once Blake realized she had disappeared, the normally paranoid girl would surely check behind her. Intent on finishing her opponent here and now, either with a series of blows or by simply shoving her out, Randi charged. Using _Verteidigen_ as a sort of battering ram, Randi rushed forward, quiet save for the sound of her feet as she drew near. With a quick lunge of her shield, Randi collided with her opponent.

Blake vanished, a vague shadow lingering as something above Randi caught her attention. Blake plummeted down on Randi, blade held like some kind of assassin aiming for Randi’s throat. A hit like that was bound to rip a sizable chunk of aura from an opponent, staggering them for follow-up blows. It was the type of move that you finished an opponent with.

Randi snorted in amusement as she knelt forward, _Angriff_ held in reverse. As she leaned forward, the vicious point of her spear rose up to meet the faunus meteorite, catching her in the stomach as Randi thrust back, adding her own force to gravity’s pull on her opponent. Blake screamed as she connected with the bladed end, kicking away before Randi could spin around and finish the job. Her aura now hovered dangerously close to elimination as the crowd roared their approval. The quick turn left Randi with her shield lagging behind, providing an opening that Blake couldn’t ignore as _Gambol Shroud_ twirled through the air, vicious blade cartwheeling toward Randi’s face. It wasn’t the best attack, but should score a few points from Randi’s aura at least. Even if she lost shortly thereafter, the extra damage might be the difference in the rest of her team surviving the fight.

“Gotcha.” Randi released _Angriff_ , letting it drop by her feet as she took the blow on her now free arm and diverted it to the side. The damage was negligible, but opened up a prime opportunity as Randi snagged the black ribbon connecting the weapon to her opponent. Blake tried to tug back, but Randi’s grip held. With the material looped securely around her arm, Blake couldn’t break free easily – a fact Randi had been keenly aware of the entire time. Randi took a step back, pulling with all her strength to yank Blake from her feet. The girl sailed forward, crashing into Randi’s shield with a clang before the whole thing tilted. Randi pivoted _Verteidigen_ over her, then thrust it upwards to catapult Blake beyond. The agile girl, as always, landed on her feet, but a quick look downward proved a disturbing lack of ice.

“Oh, Blake Belladonna has been eliminated by ring-out!” Professor Port’s voice boomed along with the elimination buzzer. “And with that, Team Laser takes the lead!”

“Quite right, Peter. Team Ruby will need to hustle if they hope to catch up.”

_And I need to hustle to make sure they don’t._

/- - - - - - - - - -/

Smit ran for cover behind one of the barricades Honey had erected, only for the ground in front of him to crack as sniper fire cut off his path. He slid to a stop, kicking backwards as another round ricocheted off the ground where he had been moments ago.

Keeping the little speedster busy had proven harder than expected. Between her Semblance and Weiss’s glyphs, the two girls kept on the move, splitting apart and rejoining seemingly at random to keep Smit and Honey guessing. Honey’s defenses held for the most part, but only because Smit did his best to keep the focus on himself. He’d managed to get close enough to score a few blows on Weiss along the way, but aside from a lucky fireball or two, he’d yet to do anything to Ruby.

Thankfully, Honey had a little more success against her friend, anticipating Ruby’s movements better to score a pair of scathing strikes when Ruby fled from Smit again. It still left Ruby with more aura than the rest of them, but none of them had escaped unscathed. Being the aggressive distraction had proven dangerous, leaving Smit lower on aura than the three girls. They were holding out, but needed reinforcements soon if they hoped to win. _What’s taking Randi so–_

“Oh, Blake Belladonna has been eliminated by ring-out!”

_Finally._

Smit’s eyes swung upwards to the large display, which now showed Blake eliminated with just under twenty percent aura remaining. His curiosity nearly cost him as he dove to the side, even as a sharp pain shot up his leg from Ruby’s latest attempt on his life.

Smit used the momentum of his roll to make a break for Weiss again, just avoiding the icy glyph hidden in his path. While Weiss’s glyphs usually stood out, the white pattern against white ice made things difficult. Thankfully, he’d noticed this one spin into place before he could find himself in an igloo of sorts. The next glyph centered on Weiss herself, meaning she wasn’t planning to stick around and wait for him. Sure enough, just before he got there, Weiss shot to the side at blistering speed.

Which made her impact with Honey’s latest construct all the more entertaining for Smit to watch.

Before she could recover, Smit closed on her, intent on furthering their lead before Randi could arrive. His first punch sailed wide, courtesy of a small glyph shield, but Weiss couldn’t summon them fast enough to stop him entirely. His left jab broke through, catching Weiss in the gut before an uppercut threw her backwards. Even in midair, Weiss managed to summon yet another of her accursed glyphs behind her to catch her fall. It also gave Smit an obvious target.

His fireball was caught on Weiss’s rapier as she braced herself against the glyph, launching forward as she levelled her weapon at his chest. The vicious point brushed past his arm as he leaned away, but a second glyph had her kicking away before he could capitalize on the opening.

“You ready to give up yet, Ice Queen?” Smit asked, knowing it was only a matter of time now. Randi would get there any second, and with Weiss’s aura now down below his own, she’d be in serious trouble.

“As _Queen_ ,” Weiss shot back in a diplomatic tone, “it wouldn’t do to fail my subjects like that. Of course, if you kneel, I’d be happy to knight you for your efforts.” A quick slash nearly caught his head. “You’ll have to forgive me if the blade slips a little, though.”

“A generous offer, your grace, but I think I’ll have to pass.” Weiss managed to duck under Smit’s kick. “You see, my loyalties lie elsewhere.”

“Then I shall have to expel you from my Kingdom.” The playful banter felt a little odd from Weiss as another glyph formed behind her. Smit wasn’t sure why it angled upwards, given they were on even ground, and hesitated a moment, sensing some sort of trap.

“It’ll take more than you to get rid of me.”

The cruel smirk on Weiss’s face was the only warning he received that he’d fallen for some scheme. “Well, it’s a good thing I’m not alone.”

The ominous crack of _Crescent Rose_ had his head snapping to the right to see an angry red midget flying toward him, scythe extended behind. Knowing just how destructive the complex weapon could be, he jumped away, only to stumble as he spied the small patch of ice gripping his foot. While his eyes had been fixed on the larger glyph, he’d failed to notice the tiny one beneath him. His foot broke free, but the small delay proved enough.

The curved sickle hooked under him, cutting upwards rapidly as Ruby fired for momentum. Smit had never been so grateful for aura as the blade caught him between the legs, hauling him several feet into the air. At the same moment, Weiss launched off her prepared platform, catching him at the zenith of his flight with a blow to his chest. Smit groaned in pain as he was sent cartwheeling backwards. The last thing he saw was a large mound of ice waiting to catch him.

/- - - - - - - - - -/

 _We…we might actually win this,_ Lilly thought as she quietly gasped for air behind another thick tree. With Blake eliminated and Randi still rather healthy, her teammates should easily take down Weiss. As long as Honey could hold out against Ruby, they’d soon have a three-on-one battle, then move to reinforce Lilly against Yang.

Speaking of whom, the blonde brawler stalked through the trees once more, searching for Lilly after their latest exchange. Lilly had gotten a few good hits on Yang thanks to her stealthy attack, but Yang’s return blows were far more devastating. Lilly’s aura had crept below fifty, while Yang’s still hovered above sixty, proving her strategy of hit-and-run attacks wasn’t working as well as she’d hoped. Worse, once she revealed herself, getting free again became difficult. Yang wasn’t the type to give you space, so breaking line of sight didn’t come easy. She’d only managed it this time when Yang had been distracted by Blake’s elimination. Thus began another round of cat-and-mouse. Lilly had no doubts who played which role in this scenario, still a little sore from blocking the last few blows.

_All I have to do is hold out a little longer. As soon as Weiss goes down, I can start making my way back to the team and–_

The elimination buzzer sounded once more, heralding another knockout as Lilly breathed a sigh of relief. _That was quick. Now, if I could just–_

“And we’re all tied up as Team Ruby eliminates Smit Brendis!”

 _Wait, what?_ She frantically looked upwards to find Smit’s aura reading below the elimination mark. _That’s not good. He was supposed to help Randi take down Weiss. Now, it’s two-on-two. With their speed, Randi will have trouble catching them, meaning they’ll string her along and try to pick off Honey. If that happens, I’ll never get backup._

 _Calm down,_ she instructed herself, even as her pulse began to race. _This isn’t over yet. Randi’s still got most of her aura. With Honey’s help, I’m sure they can beat Ruby and Weiss. Just means I’ll have to hold out a little longer._ She considered trying to sneak back to the others and help, but the risk of drawing Yang down on them was too great. The extra support Lilly could provide would be outweighed by the added threat of Yang.

 _Should probably lead her a little deeper for now, just to be safe._ Even if Lilly failed, the extra time it would take Yang to rejoin her team might be enough for Randi and Honey to finish off their opponents. Every second could prove critical. With a deep breath, Lilly peeked out from behind her cover to watch for an opening.

The bright red eyes that greeted her wasn’t what she’d expected.

“Helloooooo!” Yang practically sang out, fist already raised.

/- - - - - - - - - -/

“Lilly is gonna have his head after this,” Randi sighed as another shot pinged off of _Verteidigen_.

“He almost had her,” Honey offered in Smit’s defense. “Ruby got away from me, though. She’s hard to pin down.”

 _Tell me about it._ Randi was hoping to have a numbers advantage on the smaller girl. Instead, she and Honey now had to face down the diminutive pair. Weiss didn’t have much left after her skirmish with Smit and seemed content to keep her distance while Ruby kept them pinned down. Luckily, Honey and Randi were the best equipped to deal with the ranged attack, but time was not on their side.

“I’m gonna make a rush at Weiss,” Randi informed her teammate. “Think you can give me some cover from Little Miss Long Range over there?”

“You got it!” Honey cheered, eager to get Randi into the fight. At Randi’s signal, the small girl lashed forward with her whip, a sideways wall of ice sprouting up where it met the arena floor. Randi charged forward, shield held between her and Ruby as she set course for the nearly eliminated heiress.

“Ruby!” Weiss called needlessly, as if her leader had somehow missed the pile of silvery metal barreling for her. Randi stumbled as a shot caught her foot, unnoticed thanks to the large shield blocking her view. More gunfire followed as Ruby tried to slow her advance until, just before she reached Honey’s new construction, it ceased entirely.

 _Must’ve expended her weapon’s capacity._ Randi had been counting the shots, waiting for the pivotal moment when Ruby would be forced to reload. While eliminating Weiss would be helpful, Randi had another goal in mind as she rounded the wall, now aimed directly at the tiny sniper.

“Watch out!” Weiss called in warning, a small, white orb shooting from the tip of _Myrtenaster_. Randi hopped to the side, letting the glowing thing strike the ground instead, where a group of jagged spikes sprouted a few inches off the ground. She didn’t get a chance to try again, though, as Honey had used the moment to engage, forcing Weiss to dodge back lest _Singing Scourge_ finish her.

Ruby let out a startled “eep!” as Randi bore down on her, bringing _Crescent Rose_ around in a hasty, clumsy strike. Randi caught the blow on her shield, pushing forward to batter Ruby. _Angriff_ swept low for Ruby’s legs, but a quick hop had Ruby planting both feet against the shield, kicking off to reinforce Weiss and drive Honey back.

 _That’s right. Stand together._ Randi wasted no time pursuing, smiling at the sight of the two in one place. Weiss seemed a little more hesitant to use her glyphs, possibly exhausted from her fight with Smit. If Ruby fled now, she’d be leaving Weiss to fend for herself, meaning a relatively quick elimination. If she stayed, she gave up her biggest advantage. Randi planned to make her pay if she did.

“Ice Powder!” Ruby called, indicating some strategy Randi hadn’t seen before. Whatever it entailed, her view was cut off as a wall of ice materialized in her path.

“Honey!” Randi shouted, trusting the girl to understand. Sure enough, Honey leapt forward, bringing a red-hot whip down on the barricade. It must’ve been pretty thin, as the whole thing collapsed at the impact.

Randi tried to warn Honey, but the familiar bark of _Crescent Rose_ beat her to it as Honey was thrown back by the impact. A second shot rang out, striking Honey as she hit the ground. Unlike before, these shots seemed to be enhanced with ice dust, leaving Honey’s hand locked to the ground. The third shot was checked by the arrival of _Verteidigen_ , as Randi moved to protect her counterpart. A quick blow from the blunt end of _Angriff_ shattered Honey’s icy restraint.

A loud buzzer heralded Randi’s worst fear, as she knew without looking that their time was now up. The panic in Honey’s eyes was more than evidence enough.

“Lilly Azura has been eliminated by knockout! Things are really heating up now!”

“Don’t give up,” Randi assured her remaining teammate. “Let’s finish these two. I can take Yang once they’re done, especially with your help. We can still win this for Lilly.”

“For Lilly,” Honey nodded in agreement.

Randi pushed forward to pressure their targets, only to find _Verteidigen_ frozen to the ground. _Clever girls._ Ruby’s shots weren’t just meant to pin them down. Each shot added to the frozen grip on her shield. Now, she couldn’t move the thing.

“I’ve got you,” Honey promised, bringing the red spike on her handle up to smash through the new problem. In that moment, Randi spotted the angry, red glyph that formed beneath them and realized what was about to happen.

“Move!” Randi commanded, putting action to her words as she tackled Honey to the side, just as an explosion launched _Verteidigen_ into the air. Heat burned at Randi’s back as she used her body as a barrier to keep Honey safe. The pair tumbled forward, jumping back to their feet quickly as Randi tried to figure out where her shield would land.

“Honey Viella has been eliminated!” Port announced, as Randi’s last ally fell to a new volley from Ruby. “That only leaves Randi Asmer to face the remainder of Team Ruby!”

“A difficult proposition, Peter, but not impossible. Miss Asmer has proven to be a resilient opponent during her time at Beacon. The question is, how much can the young girl withstand?”

“And without her shield, no less!” Port unhelpfully reminded everyone. _I need my defense if I hope to hold out at all._ Randi dove for cover, aiming in the general direction _Verteidigen_ had shot off in. She’d lost sight of it before it hit the ground, but didn’t look to have gone too far. If she could get her shield, she’d weather Ruby’s attacks and take out Weiss before Yang arrived. _Fighting Yang and Ruby at once won’t be easy, but I’ll have to make do. Now, where’s my shield?_ She rounded the corner to search for it…

Only to find it in a very unfortunate place.

“Lose something?” Yang asked, _Verteidigen_ dangling from her hand. _Crap. She got here faster than I’d anticipated._ “Don’t worry, Randi. I’ll put it away for you.” So saying, Yang hurled her beloved shield away like a discus. For good measure, a shot from behind impacted the twirling metal, pushing it further through the air until it hit the barrier and fell out of bounds. “After all, what are friends for?”

“It’s about time, Xiao-Long,” Weiss complained as they finally caught up. “What took you so long?”

“Sorry about that, Weiss-cream,” Yang answered. “Lilly wanted to play hide-n-seek for a bit.”

“Uh-oh,” Ruby groaned from behind as Yang cracked her knuckles and glared at Randi with vicious, red eyes.

“And I _hate_ hide-n-seek.”

/- - - - - - - - - -/

“And that’s the match!” Professor Port cheered over the roar of the crowds. “Team Laser took an early lead, but ended up being overwhelmed by the combined might of Team Ruby.”

“Precisely, Peter,” Oobleck agreed. “Team Laser clearly came prepared, splitting Team Ruby into three different fights. It seems they wanted to keep Miss Xiao-Long away from the others as long as possible.”

“And for good reason! She’s definitely one to watch for in the finals!”

“Quite! They were able to take out Miss Belladonna with their strongest fighter, and probably would’ve had a second elimination with Miss Schnee had it not been for Miss Rose’s intervention.”

“Young Miss Rose may very well have saved the match with that move!” Peter hollered through the speakers. “Miss Asmer did well enough at the end, taking on three opponents at once…even eliminating Miss Schnee before going down herself! In the end, Team Ruby proved too much for her, as the sisters from Patch showed us just how powerful teamwork could be.”

“Too true, Peter. It’s sad to see two teams from the same school face off this early, but what a match it was!”

“The only thing that can beat a Beacon team is another Beacon team, after all.”

Oobleck admirably ignored Port’s favoritism as he wrapped up their broadcast. “That concludes the first day of the Tournament! Eight teams have advanced to the next round. Who will join them tomorrow? Tune in to find out! Until then, thank you all for joining us and have a wonderful evening.”


	37. Reviewing the Situation

"We were so close!" Lilly moaned over a bowl of noodles, nearly letting her face fall into the massive serving before her. "So close, we _tripped_ at the finish line!"

Fresh from their defeat at the hands of RWBY, Lilly was an absolute wreck. Despite all her planning and preparation, Yang and her team had overcome them, ruining their chance to finally prove themselves in the process. Lilly couldn't help but run through the entire fight in her head, idly wondering if she could've done something different to change the outcome.

 _If only I'd hidden more._ Yang may have run to reinforce her team, which would've been worse, but what if she didn't? What if being less aggressive would've kept Yang busy longer and worn her out more? Randi might have been able to take down Ruby and Weiss alone in that time and come to save the day. Or maybe she should've been _more_ aggressive, taking out more of Yang's aura before she faced Randi.

Then again, maybe the terrain had been their undoing. The forest worked well, but a city would've been better. If Weiss hadn't gotten a lucky draw with the ice fields, Smit might've done better, given the better footing. Weiss had clearly benefitted from being in her favorite element. Perhaps another arena might've hindered her enough to give Smit and Honey the advantage, instead.

Such thoughts served only to fuel Lilly's poor mood, which seemed to be infecting her team as a result.

"It's my fault," Honey lamented. "I was supposed to contain Ruby, but I let her get away. If I'd done a better job, she wouldn't have been able to help Weiss take down Smit."

"No, I'm the one who messed up," Smit moaned, still a little sore from his untimely defeat at the hands of the tiny twosome. "I got distracted instead of just finishing Weiss off when I had the chance. Ruby wouldn't have made it in time if I hadn't goofed."

"Yeah, but it's not like I did us any favors, either," Lilly joined in. "It was _my_ job to keep Yang busy. If I hadn't–"

"Enough!" Randi commanded, slamming a fist on the small counter hard enough to rattle their bowls. She instantly calmed down, continuing in a more friendly tone. "We fought well against one of the best teams of our year. In the end, they beat us, but that's nothing to be ashamed of. Sitting around talking about what you could've done different is just gonna make you feel worse. We should take pride in how well we did and use the opportunity to improve ourselves."

 _She has a point, you know,_ Lilly's brain urged, siding with the ever-rational faunus. RWBY were considered a shoe-in for the finals, with only a few teams favored to beat them in the end. That both CFVY and JNPR were among that group showed just how challenging any of their fellow Beacon teams would've been. They'd lost to one of the top teams, but it hadn't been the one-sided slaughter most expected. Lilly and her team had held their own, even taking an early lead.

"You know, you're right, Randi." Lilly's own fist impacted the counter, although much softer, to emphasize the words she didn't fully believe. She'd need a few days to cool off before such rational thoughts stood a chance in her mind. Still, her team needed cheering up, not stewing in their failure. "We _did_ do pretty good, even if it wasn't enough in the end. We went from having to fight just to get into the Tournament to nearly beating one of the top teams! Heck, at one point, we were even winning thanks to you."

"And your strategy," Randi quickly added, sharing some of the praise.

"Either way, we came _this_ close to pulling off a huge upset. Sure, a win would've been amazing, but there's no denying that people have to take us seriously, now." Lilly pointed to a nearby screen, which was still showing highlights from the day's matches. Most of the clips focused on their battle with RWBY. A small part of Lilly pointed out that was likely because they'd been playing the other clips before their match, but she chose to ignore that in favor of believing their fight was just that much more impressive. "Like Randi said, we'll just have to work on getting even better, so that next time, we'll be the ones standing victorious!"

Lilly knew there wouldn't be a next time, per se, given they only got one shot at the Tournament, but nothing stopped them from challenging RWBY to a friendly spar down the road. Combat Classes in the later years tended to focus on developing as a team, too, so they'd likely find themselves pitted against RWBY now and then. Beacon had special training arenas for those fights to grant extra space, although nowhere near the size or complexity of the one they'd just come from. They'd still have individual spars along the way, but the later courses tended to focus more on team improvement than individual effort.

"Oh yeah? We'll be ready, but you're welcome to try. I'm free tomorrow."

Lilly turned at the new voice, already knowing who'd she find waiting. "Pass. Wouldn't want to hurt you before the next round, Yang." The four girls of Team RWBY stood behind them, with Yang leading the pack, her usual cocky grin in place.

Nervously, Ruby shoved past her and asked, "Y-you guys mind if we, uh, join you for some food?" The poor girl fidgeted with her beloved cape as she shifted from side to side.

The food stall they had chosen was a well-known one from the city which specialized in large quantities for reasonable prices. With a bunch of Huntsmen-in-training running around, filling much of their time practicing and fighting, it had proven rather popular among the students. With the amount of calories they burned through in a typical fight, their meals could be pretty heavy by civilian standards. Clearly, after the grueling battle between the two, RWBY had found themselves just as famished as LHSR and had the same idea.

"We can, you know, eat somewhere else if you want," Ruby offered, likely worried that their elimination would be a sore spot between the two teams. Ruby quickly began to ramble, her speech accelerating as if enhanced by her Semblance...or Oobleck's coffee. "I mean, you guys _were_ here first, and you already have food and everything. I'm sure we could go somewhere else, or maybe we'll just get our orders to go. Weiss and I can handle it, so maybe Yang can go find us some seats and–"

"Ruby," Lilly cut in, silencing the girl before she could hyperventilate. "It's fine. In fact, I insist that you join us." Ruby would clearly be awkward around them otherwise, possibly for the rest of the year. Lilly didn't want to ruin the friendship between the two teams, even if seeing them so soon after _did_ hurt a little. Maybe spending time together would keep her from growing bitter towards Yang, especially after the two had fought directly most of the match. She really didn't feel like spending the next few years sulking about Yang like before. Better to jump straight to reconciling, although she hoped to avoid the slap this time.

Yang really did hit like a truck, after all.

"Now _that's_ what I like to hear," Yang cheered, plopping down beside Lilly before anyone could refuse. "Besides, you owe us."

"How's that?" Lilly pondered, sparing an incredulous glance at her recent assailant.

"We worked up quite an appetite thanks to you four," Yang answered. "Had no idea Team Loser would push us so much. Really gave us a run for our lien today."

"Ugh, can we maybe retire that name? It's getting pretty old."

"I'll have the usual," Yang ordered, before turning back to Lilly. "I dunno...we _did_ beat you, after all." The smug grin on her face proved she meant no offense, lessening the blow a bit. "But I guess I can give it a rest...at least, for a bit."

As the rest of the orders came out – seven similar bowls of noodles and one massive pile of fish – Lilly reached into her skirt pocket for her card, only for Weiss to reach over and stop her. "Don't worry, I've got it." The proud heiress looked to the elderly cook with a diplomatic smile and offered, "Put all eight on my card, please."

"Aw, Weiss, what's the occasion?" Yang questioned as the total was rung up.

"Consider it thanks for sending me to the doubles round," Weiss explained with a satisfied grin. "As for Team Laser, they more than earned it with the way they pushed us today."

"Hey, thanks Weiss-cream," Smit grunted through a mouthful of food.

Before Weiss could protest her hated moniker, a thud in the counter drew all eyes to Weiss. Just beside her bowl, her blue SDC was lodged deep into the solid wood, resulting in a noticeable crack on the countertop.

"Ahem," the cook coughed, pointing to his register which beeped loudly with the word "Declined" displayed in bold, red letters.

"What? How can my card be declined?" Weiss questioned, hanging her head dejectedly. "I was barely into my monthly allowance." Blake's attempt to slowly slip her bounty of seafood away was quickly thwarted by the surprisingly quick cook, who snatched the bowl away before she could escape.

"Noooo," Blake whined, as she collapsed on the now-empty space before her. _Hold it together, girl._ For all her talk about being treated equally, Blake sure acted like the stereotype she bucked against. Seafood obsessions. Fear of Ruby's pet dog, which the young girl had somehow convinced the school to let her keep in their room. Cattish attitude. _Really, it's hard to take her seriously when she acts like the cat heritage she tries to hide._

"Wait, aren't you like, super rich or something?" Smit needlessly asked. "I mean, your family could practically buy every noodle joint in Vale without batting an eye. A few bowls of the stuff shouldn't be any issue."

"Precisely my point," Weiss complained, inspecting her card for any damage. "Father makes monthly deposits into my account for personal use. I checked it this morning. There should be _more_ than enough to cover a few meals."

"Don't worry about it," Lilly assured her, sensing the growing frustration in the heiress at the sudden embarrassment. "I can cover my team's bill. Yang, you think you can handle the rest?"

"Yeah, about that..." Yang drawled out. "I _may_ have done a little shopping last week and might be just a _tiny_ bit short on lien right now."

"Unbelievable," Lilly muttered, taking a deep breath. "Well, guess it's Team Laser to the rescue." She addressed her next question to her team. "You guys mind paying for your own while I cover Team Deadbeat over here?"

She was confident Weiss would pay her back, but much like the proud girl, Lilly operated on a limited allowance from her parents. Something about wanting to keep her from wasting it all early in the year. She wanted to complain, but her father's quick reminder that they didn't _have_ to give her an allowance, since she was more than capable of earning her own lien, always shut that down. She'd have to ask if Dad could up her allotment this month for Festival expenses. He'd probably demand additional chores or something in return during the break, but it would be worth it. _Maybe I can ask for it as a reward for my grades._ She'd never brought home less than a B before, so surely that would grant her some good credit. Even now, all her grades stood at a solid A.

"Maybe I could help?"

"Pyrrha!" Ruby cheered as the red-headed champion approached with her team in tow.

The girl's winnings, sponsorships, and merchandise meant Pyrrha was likely loaded, but asking her to pay for everyone's meal felt like taking advantage of their famous friend. "Aw, you don't have to," Yang insisted, waving off the offer good-naturedly.

"But she could," Blake hastened to counter, nearly knocking Weiss over as she sought a path to reclaim her fishy goodness. Lilly didn't fail to notice the slight trace of drool dripping from the side of the faunus girl's mouth.

Pyrrha chuckled lightly as she handed over her card, ending the debate in an instant. "Well, I think you _all_ earned it after that battle." Lilly tried to thank her for the generous move, but couldn't manage any words as Pyrrha stepped to the side, looping her arm around Jaune's. For his part, the dopey blonde could only laugh nervously as both of their faces grew redder. Lilly doubted she was the only one who needed to pick their jaw off the ground.

"When did _that_ happen?" Yang demanded, pointing to the entangled limbs as if she'd made some major scientific discovery.

Pyrrha pulled herself a little closer to Jaune's side with the biggest smile Lilly had ever seen on the girl's face. "Oh...uh, well, Saturday actually."

"Booyah!" Honey shouted triumphantly. "Told ya, Randi!"

"Actually, I _do_ owe the two of you for that," Pyrrha explained, earning a questioning look from Lilly. "They gave me some helpful advice on Saturday. Seems it was just the push I needed."

"Ah, so the meddlesome duo found a new pair to play matchmaker with, eh?" Smit jokingly asked. "Those two should go into the matchmaking business. Maybe Yang could actually get a date with their help."

"Hey!" Yang sputtered under the surprise attack. "I don't need any help!"

"Really, 'cause last I checked, even vomit boy's doin' better than you," Smit boasted, even as Yang growled threateningly. As a quick afterthought, he added, "No offense, Jaune."

"None taken?" Jaune replied, unsure how he felt being the low bar for Yang. He shrugged it off a moment later as Pyrrha's hand sought his out. Being good enough for Pyrrha was good enough for him. The duo quickly snagged two seats to watch the coming fireworks, leading the other half of their team to do the same.

"No fair using Jaune," Yang complained. "Pyrrha asked _him_ , so there."

"Okay," Smit allowed, although his grin showed he hadn't given up yet. "So you're behind me and Pyrrha, then. Heck, even Nora's doin' better than you."

"Whoa...we're not, like, together-together, or anything." Nora's oft-repeated defense rang as hollow as ever, especially when she started rambling about being friends forever, how handsome Ren was, and how _any_ girl would be lucky to have him as a boyfriend. _Real smooth Nora. Maybe we should sick Randi and Honey on her, instead._

Nora's comments went ignored as Yang vainly strove to defend herself from Smit's sniping, claiming she was single by choice – that no one good enough had come along yet. Considering the way she'd drooled over half the guys on their first night at Beacon, no one really believed it.

Yang's relationship were...complicated, at best. She'd dated around at Signal, but nothing ever seemed to last. There was no doubting Yang's looks, and not many guys could resist letting their eyes linger a little longer than necessary when Yang was around. There were even rumors that one or two guys had gotten dumped by their girlfriends for paying just a little too much attention to the buxom blonde.

The problem was, there was a lot more to Yang than long hair and generous curves. Shallow guys tended to flock to her. Some were eventually scared off by her intense drive, but others foolishly stuck around and pushed for things that she, frankly, didn't have time for. Yang's focus on Ruby, her team, and training came first, meaning the moment a guy became an obstacle to those, they'd find themselves left behind. Of course, Lilly pitied any guy that tried to take advantage of her friend.

The last one dumb enough to try spent a week in the infirmary.

"Face it, Yang, you're one of the most hopeless cases here," Smit claimed as Yang wielded her chopsticks like a tiny shiv. "Ruby gets a pass for being too young, Blake's apparently been in a serious relationship before, and Weiss probably has more marriage proposals than we could count." None of Yang's team denied the summarization.

"Like you're one to talk," Yang fired back, thankfully without the use of her utensils. "You spent all year chasing after me, as I recall. Only went after Lilly when I pointed you in her direction. In fact," Yang smiled victoriously, sitting a little taller, "I guess you two owe your relationship to me. So, you're welcome."

"Nah, you may have helped, but I'm pretty sure Randi and Honey get the credit for moving things along." Randi accepted the fist bump from Smit as he countered Yang's claim.

"And we're all happy for you," Pyrrha suddenly cut in, trying to diffuse the situation as best she could. "I must admit, I was a little surprised to find you all eating together after your big match. Most of my opponents wouldn't even pose for photographs after our bouts."

Needless to say, all of them had been defeated by the young champion. Given the competitiveness of the fighting circuits, Lilly wasn't surprised how much of a grudge the losers might hold, especially since they'd see the photo op as rubbing their noses in their loss. None of them would have the existing relationship that RWBY and LHSR already shared.

"It's no big. We're cool, right guys?" Yang asked, looking to Lilly.

"For every winner, there must be a loser," Lilly nodded, trying to think of what her dad would say. "We obviously wanted to win, but in the end, only one of us could move forward. At least we put up a good fight against one of the better teams." The words came easily, even if Lilly still felt a little sore from losing so early. She didn't think they'd win the Tournament, but a small part of her had hoped. Falling in the first round wasn't what she'd expected.

"Yeah! I mean, you lost to the champs," Yang bragged, flexing between mouthfuls of pasta. "That's basically like second place, right?"

"I think you mean _third_ place," Nora complained. "After all, we all know Team Juniper will be winning this year! You can have second."

Lilly was relieved to see Yang arguing with someone other than her boyfriend. Smit was tough, but picking a fight with Yang wasn't his best move. She'd rather not have to scrape him off a wall. Nora, on the other hand, was just crazy enough to hold her own. The two bantered back and forth, each proclaiming their team to be superior. Individuals fights. Grades. Gambling odds. Everything was thrown around to prop up each side.

"Way I see it, Team Ruby is undefeated," Yang announced, reverting to the same tactic she used on Smit so many months ago. "Last I checked, your team hasn't won a single match yet."

"Only until tomorrow," Nora shot back confidently. "We're gonna smash Team Bronze and make our way to the championship."

"I'm sure we'll do our best," Pyrrha amended, far more diplomatic than her teammate. "Although, if the other teams fight as well as you all did, we may have a real challenge. Any advice for our looming showdown?"

Lilly couldn't help the grin that slowly spread on her face. A year ago, she would've laughed at anyone who claimed she'd become friends with the famous champion. Now, Pyrrha was asking _her_ advice for an upcoming fight. In typical Pyrrha fashion, she'd laced it with a bit of overt praise, but just knowing someone as skilled as Pyrrha valued her input was enough to ensure her help.

Lilly ignored Nora's insistence that she'd just smash the entire team with her hammer, instead pausing for a moment to recall any details about Team BRNZ. Despite each school's attempts at secrecy leading up to the Tournament, some less conscientious individuals had made the mistake of posting clips of exciting spars online. Most damning was a video of BRNZ fighting on their recent mission. They'd been sent to defend a village that had seen an increase in Grimm activity. The Huntsman there was more than capable, but the sheer number of Grimm meant she needed help to cover multiple attack angles. A few curious onlookers had captured video of their fight from the safety of the walls.

Frankly, it was amazing how much info she'd found doing some basic searches. Pyrrha obviously would be easy to research, but there was plenty of info on JNPR and RWBY as well if you looked hard enough. LHSR had almost no online presence, though, other than the articles about the docks and a shaky clip of them fighting their way towards the Breach. That some idiot had stuck around to record them rather than get to safety hardly surprised her. _People are real idiots, sometimes._ Sure, the angle meant the person was likely two or three stories up, and they were nowhere near the worst of it at that point, but she'd seen plenty of buildings the Grimm had smashed their way into. A few Grimm had even been spotted clawing their way up walls, likely zeroing in on the residual fear of those that had fled the apartment buildings.

At least, she hoped they had fled. It was easier to assume no one was inside.

"Team Bronze," Lilly hummed, chewing over the name as images and notes drifted to her mind. "Let's see. Brawnz," apparently, RWBY wasn't the only team name with a lack of creativity, "is a brawler and uses metal claws strapped to his gloves. Roy is a little more versatile. He has saw blades that he uses in melee, but he can also fire them as projectiles. Seem to come back to him each time, but I'm sure that could change with a little help, eh, Pyrrha?" The red-head in question grinned sheepishly, but waited patiently for her to finish. "Nolan uses some sort of shock baton, sort of like the ones my sister fights with. Should be a good match for Nora's Semblance."

"Sounds like fun!" Nora cheered. Her sharp eyes and vicious smile promised Nolan was in for a rude awakening.

"Poor guy," Honey muttered.

"The real problem is May," Lilly continued. "She might not be the leader, but I'm pretty sure she's the brains of the operation. She has a rifle similar to Ruby's." Said girl began to complain instantly, apparently affronted to have _anything_ compared to her baby. Lilly could only roll her eyes as she tried to assure the miffed midget. "Don't worry, it's nowhere as awesome as _Crescent Rose._ It doesn't appear to transform like your scythe, but it _does_ have some sort of blade on the stock. She prefers to hang back in support and could pin you down if you're not careful. I'd focus on taking out the sniper first. The rest should be easy for you."

"No fair!" Yang complained. "You're only helping Juniper? I thought we were closer than that."

"Yang, we were fighting each other. I wasn't about to help my opponent." Yang was a great friend and all, but she could really get on Lilly's nerves sometimes. "Then again, I guess if we're not gonna win, I'd rather see another Beacon team bring home the trophy."

"That's more like it!" Yang pulled Lilly in for a one-armed hug, giving her a tight squeeze of appreciation. "With our skill and your brain, there's no way we can lose!"

"I already agreed, Yang, so you can stop buttering me up." Yang's sheepish grin confirmed what Lilly suspected. "I'll see what I can put together for _both_ of you next round. Same with the finals. You're on your own against each other, though."

"As strategist for Team Ruby, I would be honored to join you in any planning sessions," Weiss intoned. "I believe the two of us should be _more_ than capable of coming up with a decent strategy that even Yang couldn't mess up."

"What is this, pick on Yang day?"

"Sounds good," Lilly agreed, grateful for the offer. She and Weiss hadn't really hung out much lately, so it would be nice to work together. She'd still invite Randi along, given the girl's perceptiveness, and JNPR would be welcome to send a representative. Lilly hoped it would be Pyrrha, rather than Jaune, but given how tightly Pyrrha clung to his arm, Lilly doubted they'd see much of either of them. _Remind me not to go up on the roof anytime soon._ The last thing she wanted was to stumble in on one of their "training" sessions. She nearly gagged at the thought.

"Well, all that can wait," Yang proclaimed before noisily slurping the final noodle from her bowl. The stringy thing flailed around, slapping her in the cheek along the way, before vanishing. "Because you're all invited to Team Ruby's Beacon victory party tomorrow night!"

"Your what now?"

"A victory party," Yang repeated, as if that explained everything. "You know, a chance for us to celebrate Beacon winning the Tournament."

"Hey Yang, in case you haven't noticed, the Tournament runs all week," Lilly reminded her truly blonde friend. "Just because you and Coffee made it through the first round doesn't mean Beacon automatically wins."

"Fine, then we'll have a Round One party," Yang amended. "We all know Juniper's gonna mow down Bronze tomorrow, so it'll be a group celebration."

"Again, you seem to be forgetting a teensy-weensy, but ever so crucial, little tiny detail."

"What's that?" Yang asked.

"In case you missed it," Lilly sighed, pointing to a nearby screen showing the results of the day's matches, "we didn't win."

"Yeah, but only because you faced _us,_ " Yang bragged, pushing Lilly gently from the side. "Pretty sure you'd be in the next round if it wasn't for that."

That...was actually a nice thought. _Yang thinks we would've won?_ Sure, RWBY was a strong team, and they'd managed to give them a real challenge, but did she really think that highly of LHSR? In a way, Yang was basically saying LHSR was at least close to RWBY's level. _Isn't that what I wanted? To be seen as equals?_ Maybe the viewers wouldn't see it that way, but to hear her normally arrogant friend claim as much meant so much more.

Maybe they hadn't claimed the spotlight from RWBY, but it seemed LHSR had at least found the legs to stand on their own. Maybe focusing on trying to outdo RWBY wasn't a good goal for them. They were all in the same fight – to protect humanity. Did it matter if RWBY got more attention? Would anyone care how their teams stacked up against one another? Instead of trying to steal RWBY's spot, they just needed to find their own.

 _Honey's a support fighter, but she's no less a member of Team LHSR than I am._ No matter what her partner claimed or feared, Honey played a critical role for them. Sure, she didn't get the attention that someone like Randi would naturally generate, but that didn't mean she didn't matter. _I guess we're sort of like Honey. Just because we aren't the flashiest member of the team doesn't mean we don't matter._ RWBY and JNPR both wanted her help in planning for their fights, meaning she'd still be involved in the Tournament. In fact, she'd be doing just as much as Ruby or Blake next round. More, considering they probably weren't joining in the planning sessions. Rather than focusing on getting noticed, shouldn't she be content just to help others? Wasn't that what being a Huntsman was all about?

It all sounded good, but was much easier said than done. Giving up on her goal of outdoing RWBY wouldn't be easy, but it seemed like the right thing to do. It also stank of something her dad would say, which only proved how right it must be.

She looked to her team, only to find three sets of eyes firmly fixed on her, waiting for her decision. They didn't have plans for that evening, but none of them wanted to steal her role as leader. Each clearly wanted to go, but they waited on her to make the final call, trusting her to know best. Less than a year ago, they'd been just a random group of kids thrown together with an odd name. Honey, with her hidden struggles, silently suffering as her own partner failed to remember her. Smit, the bombastic loudmouth with a Yang obsession. Randi, always handling things herself and acting alone. Seeing them now, the start of the year seemed so long ago. They'd grown, forming a tight team forged through hardship and trial – mostly of their own making.

 _Just look what they've become,_ she considered. Honey had finally found her confidence, standing up for herself, even against Lilly. It took a while, but the girl had opened up to the team, admitting what held her back all along. Sure, it hurt to bring it all up, but better that than letting it continue to fester. Lilly's partner seemed much happier now that she'd finally come into her own.

Speaking of people that were happier, Smit's smile was almost a constant nowadays. He still had his struggles, but for the first time in years, he was actually winning that fight. It helped that he'd finally found purpose in life. Before, all he wanted was revenge on the terrorists who'd wronged him. That focus had been jarringly shifted onto something... _someone_ else. Lilly fought back the heat creeping up her chest at the thought of who that singular focus had fixed upon.

Randi...well, Randi hadn't actually changed that much herself. The only real difference was that she tended to stick closer to the team now, rather than running off to handle things herself. Even though they weren't partners, Randi and Honey went pretty much everywhere together. Originally, Lilly thought it Randi trying to help the girl, but she'd slowly come to realize it was more than that. Randi had gone from being an individual that shared their room to an integral part of the team. The formerly serious girl made sarcastic snipes, pulled pranks, and helped them with their own struggles, proving herself the firm bedrock of their team. No matter what happened, Randi was always there to do what she could for them – not because she _had_ to, but because she _wanted_ to help her team. Her friends. _No, neither of those sound right._

Her family.

 _I've grown too,_ Lilly admitted to herself, remembering the strict, moody idiot she'd been. Before, her team saw her as leader simply because of Ozpin's choice. Fast-forward only a few months, and she'd somehow earned their trust. Maybe chasing glory could wait. Right now, all she wanted was to prove herself the leader her team deserved.

"Count us in," Lilly nodded, drawing a cheer from Smit.

/- - - - - - - - - -/

JNPR's fight the next day was scheduled for the fifth match, right after the lunch break. Randi had suggested they watch the other matches, but Lilly's idea of giving everyone the day off had won out in the end.

So it was that Smit found himself in the Beacon courtyard that morning. While he would've liked to spend the morning with Lilly, guy time wasn't bad either.

"So, where's the rest of your team?" Mercury asked, leaning against a short wall as they chatted.

"They're around," Smit answered, even as he recalled exactly what each were up to. "Lilly and Honey said they were going to meet up with Ruby and Weiss. Apparently, Weiss's sister finally has a day off and wanted to come see her, so they're gonna meet her at the bullhead docks this morning."

"You mean Winter, the rep from Atlas?" Mercury questioned.

"Yeah. She's some type of important person in the Atlas military."

"How important?"

"Personalized shuttle important," Smit clarified, even as the gaudy thing passed overhead, banners trailing in the air from multiple points. He pointed the vessel out as it began to circle Beacon, despite the fact that such was unnecessary given the vertical landing capabilities.

Mercury whistled in appreciation. "Must be pretty high up there, then. You think she's here to watch Weiss compete?"

"She's the Atlas representative," Smit reminded his buddy.

"I know, but did they really need to send her? Isn't Ironwood already here? Seems a little redundant."

Mercury had a point there. Had Weiss's sister volunteered to come just to see her compete? Then again, with all the extra military presence – something a few media outlets had initially complained about before moving on to Tournament coverage – maybe they needed the extra leadership present to organize and oversee everything. The robotic troops wouldn't be too hard to manage, but Atlas had also brought a sizable number of soldiers along to supplement their ranks. That kind of manpower needed a chain of command, or so he assumed.

"Heh, maybe," Smit admitted, mentally reminding himself to ask Lilly for her take on it. The reason didn't really matter that much, but it sounded like the type of topic Lilly would enjoy talking about. With a little goading, she'd wind up rambling on and on about the topic without another word from him. As much as he liked joking around with her, seeing her dive into some question and get all worked up was one of his favorite things to do. He liked the passionate side of Lilly.

 _Not like that,_ he scolded his brain, even as some unhelpful images crept in. He wouldn't say no to a more physical relationship, but he didn't want to push either. In time, maybe their occasional handholding would grow into more, but he'd let it go at her pace. She was worth the wait, after all.

"What about wolfie?" Mercury asked.

"Randi," Smit corrected. Mercury merely shrugged in response. Merc had a habit of using nicknames when he forgot a person's actual name – such as using Red for Ruby – but it still sounded a little racist to call a faunus by their animal trait in his opinion. He'd confronted Mercury about it the first time, but the guy had simply explained that he forgot her name and figured it was an obvious alternative. The fact Smit rushed to defend his partner merely proved that, even if it still felt a little wrong. "She met some girl from Mistral and wanted to catch up with her for a bit. Guess they were pretty close a while back."

"Didn't realize your partner swung that way."

"Not like that!" Randi hadn't been on so much as a date since Beacon started, but she'd clearly been interested in Ren a while back and had commented on a few guys before. "The girl was from some village she delivered mail to a lot. Sounded like a pretty sizable place. Her dad owned a small store there, meaning a lot of Randi's deliveries included packages for him. Guess he got to know her pretty well as a result. Randi said they'd let her stay in their guest room anytime she was in the area instead of renting a room at the local inn, which saved her a decent bit of lien. Their daughter was attending a preparatory school at the time and came here with Haven."

"Maybe I know her then," Mercury shrugged.

"Possibly. She's in her third year at Haven."

"Probably not then. Don't get a lot of interaction with those guys, what with all their missions and different schedule."

"Oh well," Smit shrugged. "Anyways, we're gonna meet up for an early lunch before we watch Juniper's fight this afternoon."

"Oh yeah, forgot they still haven't gone yet." Mercury kicked off the wall, checking his scroll as the two slowly made their way across one of the various fields, weaving around ballgames and loungers as they went. Their progress was slow as a result, but with nowhere to go, it didn't really matter that much. "Saw your fight yesterday. Sorry you guys got knocked out so early."

"Yeah, it kinda sucked, but we'll be okay." After how obsessed Lilly had been with beating RWBY, Smit had been shocked to see the sudden turnaround from his girlfriend. _That girl still manages to surprise me._

"Good. You guys fought pretty well. That was quite the strategy you worked up."

"That was Lilly's doing," Smit quickly offered, more than happy to praise Lilly any chance he got. "She's really good at that kind of stuff. We actually had to fight another team to qualify for the Tournament. Not only did we win, but not a single one of us was knocked out in the process. Kinda crazy how she comes up with those kind of things, but that's just how awesome our leader is."

"Well, it was a good try. Sounds like your leader's got a good head on her shoulders."

"She's crazy smart. You should see her in class. Puts the rest of our team to shame. In fact, Team Ruby asked her for help with their strategies in the next rounds." There wasn't any real harm in letting Mercury know that, since every team would be going in with some sort of plan anyways. Those that didn't tended to find themselves eliminated pretty quick.

"Guess I'll have to hope we don't face them next round, then," Mercury chuckled. "Rather not be on the receiving end of one of those 'crazy smart' plans. You plannin' to watch the rest of the matches?"

"Most of them," Smit answered. "We're planning to go to a few as a team, but I might go to a couple without them. Lilly's family's here for the week, so she wants to spend some time with them. Have to see if the others want to tag along."

"I take it you're not exactly cheering my team on at this point, huh?"

"Maybe," Smit sheepishly admitted. "I mean, I want you all to do well, but I gotta cheer for the home team. If you go up against a non-Beacon team, I'll make sure to cheer you on, okay?"

"Not great odds there, but I guess I'll take it." Assuming JNPR won, three of the sixteen remaining teams would be from the younger group at Beacon, so there was a decent chance Mercury would face one of them next round. "Pretty sure that Pyrrha girl's team will make it. There's them, Ruby, and that other team to watch for."

"Team Coffee," Smit said, filling in the final team name for his friend. "They're pretty tough. I definitely wouldn't want to face them."

"Anything you can tell me about them?"

"Sorry," Smit grinned, "but I'm not about to betray Team Beacon like that."

"Worth a shot," Mercury shrugged, openly admitting he'd been digging for info. "You're pretty close with the other two teams, though, right?"

"We haven't spent much time with Coffee." As Mercury had said, the divide between years was pretty stark, given their completely different schedules and everything. He'd seen a few in their classes throughout the year. Apparently, the older students would rotate through from time to time as teacher's assistants when needed. Velvet had helped out Oobleck a few times, while Coco and Yatshuhashi had each helped Goodwitch once or twice.

None of them had ever volunteered for Port's class.

"Ruby lives next to us, so we spend a lot of time together, but we're pretty close with Juniper, too. Randi and Pyrrha train together sometimes, so we've gotten to know each other pretty well." In fact, the three teams may as well have been the elite clique of the school, given how they almost never interacted with anyone else. Other than CRDL, Smit could barely remember even _talking_ to one of the other teams in their year.

"Ruby definitely looked good in your match, but I have a feeling Pyrrha's gonna be the one to watch out for in the finals."

"You should know, considering your spar with her in class, however short it may have been." After watching Pyrrha dismantle all of CRDL a few weeks back, Mercury had asked to fight her. Honestly, he'd done well, considering Pyrrha's absurd skill and versatility, but ended up forfeiting when he failed to land a decent blow. "She's easily the top fighter in our class. Randi's closest, but hasn't beaten her yet," under his breath, he grumbled, "despite that ridiculous Semblance of hers."

"What's so ridiculous about her Semblance?" Mercury quickly asked, having heard Smit's quiet comment. He seemed a little more interested than usual, but given how strange some Semblances could be, that wasn't exactly an unexpected response. Had he asked a day ago, Smit would've assumed his pal was trying to gain an advantage. But with them out of the Tournament now, such an effort would be worthless.

Even so, some things weren't for sharing. "Sorry, man, but I would never share something like that without her permission."

"Fair enough," Mercury relented easily. "Always good to have your teammate's back. Speaking of which, is it true you're dating your leader now?"

"Wait, what?" Smit slammed to a halt at the sudden shift in topic. "What makes you think that?" Not that he was embarrassed or anything, but hearing that even the exchange students knew about their relationship might be a bit much for Lilly. The last thing he needed was the stupid Beacon rumor mill dooming his chances.

"Dude, I saw you two at the dance, remember?"

"Yeah, but I also danced with Honey and Randi," Smit countered. "And trust me, I'm not the harem type."

"Even with a babe like Randi on your team?" Mercury jokingly prodded. The glare Smit shot him had Mercury taking a step back, hands raised to ward off any further anger. "Hey, I'm just sayin', your partner's pretty hot." Smit wasn't about to disagree, but Randi was like a sister to him. Mercury seemed like an okay guy, but he'd still grill anyone who tried to date her.

 _Literally_ grill, depending on the guy.

"Plus, you never shut up about her. Seriously, Lilly somehow works her way into everything we talk about anymore." The embarrassed look on Smit's face said it all. _Can I help it? I like bragging on my girl._ "Then there's that little date the two of you were on at the Festival, lunch with her parents, and...Ruby _might_ have told Emerald last week."

_Dang it, Ruby!_

"Alright, alright, I get it," Smit gave in. "We're trying things out right now. I really like her, but I'm trying not to be too pushy. Really want this to work out."

"Hey, I'm happy for you," Mercury assured him. "She sounds like a nice girl. But weren't you after that Yang chick? Thought you two were hitting things off. Even heard her looking for you at the dance."

"Yeah, about that..." Smit trailed off, doing his best Jaune imitation as he nervously rubbed the back of his neck. "I really _was_ after Yang at first. Saw her at the start of the year and...well, you've seen her!" Really, what guy didn't at least feel _some_ attraction for a girl like Yang. "Thing is, while I was chasing after Yang, me and Lilly became friends. We...we went through some rough patches," _that's an understatement_ , "but she helped me through a lot. She even convinced Yang to dance with me."

"Wow. Sounds like a good friend."

"She wa–is," he quickly corrected. "Didn't even realize I felt that way about her at first...not until Yang pointed it out to me. Apparently, everyone knew how I felt except us. Heh, I guess we tend to miss the obvious signs sometimes."

After having to have his crush at the time help him realize his own feelings, he couldn't blame Jaune as much for his obliviousness about Pyrrha. Sure, the guy still deserved some ribbing for it, but it was always easier to solve _other_ people's problems.

"I'll have to take your word for it," Mercury shrugged. "But what happened to you during the dance? You had four lovely ladies hunting for you. Don't tell me you got scared off by the sudden attention."

"It wasn't that bad..."

"Dude, the two of them cornered me at one point and asked me to search the bathrooms. Stupid Emerald volunteered me to check each stall." Judging by Mercury's tone, he'd actually gone through with it, too.

"I just...needed some fresh air. Ducked outside for a little bit. Guess they missed me." Smit wasn't eager to bring up the events of that night. Aside from the weird hallucinations, being accused of killing Atlas soldiers and attacking the CCT weren't exactly fond memories. "I didn't go very far."

"C'mon, man. Ruby already mentioned something about the CCT. Not like I missed the reports of an attack on the tower, either. Hard to miss the hole in the side of the building, or the call center being down for a couple days of repair." Luckily, the blast was small enough that the CCT still functioned fine. Beacon's smaller facility had been made available to the general public, earning some good PR for the school as a result.

"So much for keeping that quiet, Ruby." _Did the girl not understand keeping secrets?_

"Why would she need to keep that a secret?" Mercury asked.

"Look, I'll tell you what happened, but only if you promise to trust me that I wasn't involved."

"You're not exactly the maniacal villain type."

"Thanks." Smit relaxed a little at the reassurance. A quick glance around showed no one was close enough to be listening in. Most of the students had likely gone to the first fight by now. "Someone attacked the tower. I found a guard outside unconscious. When I went in, all the other guards had been killed." Killed was probably too kind of a word. Massacred. Brutalized. Eviscerated. All of those sounded more fitting. "When I got to the top, one of the monitors was active. Some sort of countdown. I managed to stop it, but whoever was behind it must've noticed. One of those little chat boxes opened up with some threatening messages."

"Kinda sounds like something out of one of Em's mystery books," Mercury commented, clearly interested in the story, even if it sounded a little far-fetched.

"Tell me about it," Smit agreed. He would've had trouble believing it, except it all happened to him. "Anyways, they threatened that I'd be 'taken care of' or something like that when the elevator suddenly arrived. I figured whoever it was had come back to fight me, but it turned out to be Ironwood coming to investigate."

"Crap. That's messed up," Mercury accurately summarized. The whole thing had been a crap shoot from the very start. "But what's the big deal? You responded to an attack, but by the time you got there, it was too late. Why would they want to keep it quiet?"

"Because Ironwood kind of thought I was involved at first." Honestly, the man might still think as much, but Ozpin seemed perfectly capable of keeping the general at bay. "Understand, the situation looked pretty bad for me. I'm standing there, alone in a tower full of his dead men, fists burning away and ready to pounce as he steps off the elevator. Not a good look. Then, when one of his men went to inspect the console, it blew up, nearly killing us all." Okay, that was a little exaggerated. He and Ironwood were fine, thanks to their aura, but the guy at the epicenter had no such luck. He was just grateful he'd had time to tackle the other soldier, since that had probably saved the guy's life. "Ozpin talked the guy down, though, and got me released. It was...a rather difficult night."

"Sounds like it," Mercury agreed, considering all the details Smit had shared. He'd left out some of the more worrisome bits – like his imagining Yang there or the promise to keep Smit in Vale – but it still left a bitter taste in his mouth. "At least you got out okay. Kinda sounds like a setup."

" _Thank_ you!" Smit yelled vindictively. Now if only everyone else could be as reasonable.

"Any idea who's behind it, though?"

"Not really," Smit admitted. "I haven't heard anything since, but I assume the White Fang were involved. Maybe they wanted to cripple communications before they attacked Vale." It wasn't a terrible plan, as far as terrorist plots went. That he'd stumbled upon it, diverting Ironwood's attention in the process, had just been bad luck. Or, good luck, from the terrorists' point of view.

"Hope they figure it out. Let me know if you hear anything." Mercury glanced at his scroll again. "Anyways, I should probably head back soon. Cinder wants us to prepare for the next round today. Looks like a tough crowd of competitors. Gotta go over strategies and probably do a little sparring again. Can't wait!" The last bit dripped of sarcasm.

"Good luck!" Smit cheered, hoping to encourage his friend. "I'll make sure to w–" Smit cut off as what sounded like a small explosion rang out across the courtyard. "What was _that_?" The clanging of metal soon followed, coming from a growing crowd near the path to the bullhead docks. Gunshots rang out as two figures ran across the connected columns lining the main approach to the school. "C'mon, let's check it out!"

Smit ran to join the crowd ahead, with Mercury jogging behind, arriving just in time to watch the two combatants hurtle through the air, crashing into the walkway and sending rubble skyward. The dust soon parted as the pair closed once more. Now that he looked, he could recognize one of them as Winter Schnee, but the guy she was fighting wasn't familiar. Despite Winter's training and speed, this random person with an oversized sword seemed to be holding his own.

Searching the crowd for answers, Smit spotted Lilly nearby, eyes locked onto the commotion. Hopefully, she'd have answers.

"What the heck is going on?" Smit asked as he shoved his way beside Lilly. Honey hovered nearby, but Ruby and Weiss were further forward, shouting encouragement to the combatants. Oddly, Ruby seemed to be cheering on Winter's attacker.

"Ruby's uncle Qrow just attacked Weiss's sister!" Lilly hurriedly explained, barely sparing him a glance as she watched the fast-paced battle. "They acted like they knew each other."

"Don't exactly look like friends, though," Smit pointed out as Qrow was thrown back, slowing himself by digging his blade straight down into the concrete, cutting a deep line through the walkway. He'd barely recovered before Winter unleashed a flock of bright birds at him. _Wait, birds? What the heck is that all about?_ Smit watched as the swirling flock seemed to bulge, letting out a shout of warning as an angry arc raced towards them, narrowly missing as the crowd parted in panic. "Wait, I thought her uncle used a scythe." He looked again, just to be sure, but the guy clearly had a giant sword in his hand.

No sooner had he asked then a series of short hisses sounded as the blade split into segments, curving into what could roughly be called a scythe blade, even if the handle was far too short. For her part, Winter had a large glyph spinning angrily behind her. Having been on the receiving end of a Schnee rush attack only yesterday, Smit braced for the inevitable clash.

He wasn't the only one to feel a little disappointed as Qrow suddenly gave up, putting his weapon behind him with a cocky grin. _That's it? After all that, he just gives up? What was the p– wait, is he still egging her on?_ Indeed, Qrow beckoned the angry Specialist forward with a wave. He didn't have to wait long, as Winter rocketed forward, ready to strike down the defenseless idiot. Even with aura, a blow like that would be pretty brutal. _This guy looking for the infirmary, or the morgue?_ Smit really didn't see a way out of the impending doom.

"Schnee!"

The single word rang out across the courtyard, silencing everyone through sheer willpower. Even Winter halted in an instant, blade tickling the throat of her opponent as Remnant seemed to hold its breath.

"General Ironwood, sir!" Winter tried to compose herself, but there was no hiding the slight twinge of panic in her voice. The crowd parted as the general – flanked by two Atlesian Knights on either side and followed by Penny, of all people – slowly marched forward, hands clasped behind his back.

"What in the world do you think you're doing?"

"He started the altercation, sir."

"That's not actually true," Qrow countered, leaning to the side to look past Winter. "She attacked first."

"Is that right?" Winter looked like she wanted to argue, but eventually gave up, hanging her head in defeat. "And you," Ironwood growled, stepping past Winter to address the other fighter. It made Smit think of a parent separating their children. "What are you doing here?"

Unlike Winter, Qrow seemed less worried about the negative attention of the general. "I could ask you the same thing."

"Now, now everyone." A new voice summoned their eyes back behind them, where Headmaster Ozpin passed through Ironwood's wake with Goodwitch close behind. "There is a sanctioned fight happening just around the corner at the colosseum that, I can assure you, has better seats." With a far too satisfied grin, he added, "And popcorn."

Miss Goodwitch proved less patient with the gawking crowd. "Break it up, everyone!" A chorus of disappointment sounded as the crowd began to disperse, even as Goodwitch grumbled something about cleaning this up. Whatever else they discussed was lost as Smit, Lilly, and Honey quickly hurried away to the school. Once they felt far enough away to not get in any trouble, Smit pressed them for details.

Lilly explained that they'd waited with Ruby and Weiss for Winter's arrival. The slightly older woman proved even more formal than Weiss, making the whole affair feel a little awkward. Smit had trouble believing _anyone_ could be more stuck-up than Weiss at her worst, but let her continue. Weiss wanted to show Winter around the school and offered to let them come, but Lilly and Honey declined, knowing she wanted time with her sister.

"Before we left, though, Ruby's uncle showed up and attacked a pair of Atlesian Knights!" Lilly seemed confused on the whole thing, but carried on as best she could. "He taunted Winter, shoved Weiss out of the way when she confronted him, and then said some stuff about Ironwood protecting us. Not sure why that last bit set her off, but that's when Winter attacked him, and, well...you saw the rest."

"Rats. I wanted to see the whole fight," Smit complained. The little he'd seen had been pretty amazing, even if the groundskeepers would probably disagree.

"Don't worry. I'm pretty sure I saw a few people recording the whole thing. I'm sure it'll be online within the hour." There were a few things you could count on at Beacon. Goodwitch's sternness, Ozpin's coffee supply, rumors spreading faster than a fire, and everything being captured on video. The Beacon app had an entire section dedicated to student uploads, preferring to keep the videos in-house when they could. "Anyways, what've you been up to?"

"Not much," Smit answered, smiling goofily as they walked with Lilly leaning against him slightly. "Hung out with Mercury a little. Speaking of which, where did he disappear to?"

Smit quickly looked around the courtyard, but there was no sign of his friend. _Hm. Must've been late to meet with his team. Thought he would've stuck around to see the fight._ Surely watching professional Huntsmen battle was worth being a few minutes late to a team practice. Outside of the fighting tournaments and the Festival, such encounters were rare. Even then almost all of them involved people who hadn't graduated from an academy yet. For two fully-trained, experienced fighters to go at it, especially without the usual rules, was much more exciting. It also served to remind Smit just how far they had to go to reach that level.

"What did you talk about?"

"Nothin' much," Smit shrugged. "He actually asked about us."

"Us?"

"Guess Ruby told Emerald about us," Smit chuckled, watching for a reaction. When Lilly didn't immediately tense up, he figured he was safe. "Told him we were trying things out for now is all."

"It's fine," Lilly shot back, reading his concern easily enough as she purposefully leaned into him more. "I don't care if people know. Although you don't have to sugarcoat it for people. We're _dating_. You're allowed to use the word."

It was such a silly, little thing, yet hearing it from her still had him smiling. He'd been careful to describe their relationship in the softest terms possible, lest she get spooked by something more serious. It shouldn't have been a big deal.

But it kinda was, at least for him.

"We talked about the dance a little." Smit left off the _other_ part of that conversation. Lilly seemed just as keen to forget that night as he was. "Then we chatted about the upcoming fights."

"Mercury hoping you'll give up something useful on our friends?"

"Yep," Smit smugly admitted. "He admitted as much." The open admission seemed to catch her offguard, but it wasn't like he didn't expect it. Practically everyone was looking for an advantage. He'd even heard of a few girls toying with some boys from other schools, all to milk them for info on their competition. The moment they had what they needed, they dumped the idiots like a sack of yesterday's turds.

"Did you tell him anything?" Lilly asked with a hint of accusation.

 _Oh, come on. I'm not that dumb._ Smit took a quick step away, then turned and offered Lilly what could only vaguely be described as a salute. "No intel was revealed, General."

Unfortunately, his timing proved terrible, as the procession of Ozpin, Goodwitch, Ironwood, Winter, and Qrow happened to be passing by at that moment. The use of his rank immediately had Ironwood turning toward the group, eyes narrowing as he saw who it had come from. Goodwitch rubbed the bridge of her nose, muttering about embarrassing students, while Ozpin hid a blossoming smile behind his mug. Winter mimicked her superior's reaction.

Bringing up the rear, Qrow shot him an enthusiastic thumbs up.

"You are _so_ embarrassing," Lilly moaned, dragging him away from the affronted general. _Not like I planned that to happen,_ Smit mentally complained. Ironwood already hated him. He wasn't looking to poke that bear.

"Sorry," Smit tried, failing to hide the small laugh that slipped through. He already had his aura focused on his arm before her fist struck.

"Let's get you to the Festival before you get yourself arrested again," Lilly growled, leading them back the way they'd come. "Randi sent me a message saying she'd meet us there in half an hour."

Despite her frustration, Lilly's hand still slipped into his own as Honey followed them to the bullhead docks.


	38. Deluded Coffee

Unsurprisingly, JNPR easily dispatched their opponents to progress to the next round. Nora’s Semblance proved a perfect counter to Nolan’s weaponry, but there was no hope for BRNZ once JNPR spotted the lightning on top of the mountain behind them. Pyrrha was still the biggest threat on their team, but watching Nora knock out a full team with one charged-up swing of _Magnhild_ served as a reminder of just how terrifying the crazed girl could be. Whoever wound up against them in the next round was in for some serious trouble.

The first round ended with Team SSSN claiming the final slot, meaning most of the exchange students that Lilly knew would be moving on. Sun, Mercury, and Penny had all turned in dominant performances. If she had to guess, each of them would represent their teams in the finals. Sadly, Dew and her team had fallen to Sun in a frankly ridiculous match. If nothing else, the sheer number of fights meant LHSR’s loss had quickly been pushed aside as the news cycle moved on to the other matches. Two of the older teams from Beacon had also lost, meaning just over half of the home teams remained after one round.

Team LHSR only got to see JNPR’s victory, choosing to go congratulate their friends rather than stick around for SSSN’s match. Surprisingly, RWBY didn’t do the same. Yang insisted that Blake and Sun were dating, despite the two almost never being together since the dance. The boy clearly had eyes for her, but Blake was always too wrapped up in her own little world to care. Their sticking around to watch likely had more to do with Yang trying to play matchmaker than any actual effort from Blake. Maybe the two would grow closer in time, but with the exchange students set to return home next week, Lilly worried it was doomed to fail. Long-distance relationships could be brutal, especially if only one of them really pushed to keep it going.

Not that it was any of Lilly’s concern. She wanted her friend – and despite their minimal interaction, Lilly considered the reserved cat faunus such – to be happy. In the end, though, she had her own relationship to focus on.

They’d only been dating a little over a week now, but her new relationship with Smit seemed to be going quite well…despite a few bumps at the start. She’d been a pretty awful girlfriend out of the gate, but with a little effort, she’d found what seemed like a happy balance for them. If nothing else, Smit sure seemed happier the last few days. In fact, while it stunk to be out of the Tournament, he sure didn’t seem to mind the extra time they got together.

 _He’s been so patient with me,_ she considered as the two waited alone for the elevator to take them to RWBY’s room. Honey and Randi had offered to help Yang get ready for the party, but they refused to let Lilly join in, insisting that the two could have the rest of the afternoon to themselves. Yang’s reminder of how thin the walls were had Lilly fleeing with a red face. Nothing like _that_ would be happening, but the mere insinuation had Lilly putting as much distance between them and Yang’s accursed cackling as she could.

Smit seemed fine just spending time together, regardless of what they were doing. Aside from the occasional handholding, they weren’t really doing anything that different from before Smit’s big confession last week. Somehow, that just felt right for them. They’d done their usual workout, gone to listen to some live performance at the Festival, lost some lien at a few game booths, and grabbed a snack at a dessert stand. Instead of the sappy lines and long gazes she’d imagined and cringed at in her mind, they just sort of hung out and cracked jokes.

Once or twice, they’d spotted Jaune and Pyrrha, but their relationship appeared to have taken a different approach. Pyrrha seemed glued to the dopey idiot’s side as the two walked with an arm around each other. While Smit and Lilly each had their own treat, those two ended up sharing a single, large milkshake. She’d nearly gagged as the two lovebirds stared into each other’s eyes over their straws from only inches away. Part of her worried that Smit would want the same, but those fears were quickly put to rest by Smit’s snarky comments about the gross display.

Seeing the obsessed couple’s stomach-churning affection made Lilly feel better about her own relationship. While Pyrrha and her boy-toy worked out their pent-up feelings for one another, she and Smit focused more on growing their friendship with the door left open to more in the future. She wasn’t against physical displays of affection – their rare hugs always felt nice, and she sometimes considered trying more – but there was no real pressure. Honestly, had they won against RWBY, she’d half-considered kissing Smit. _Nothing serious. Just a quick peck at most._ Not like she was gonna pin him against the wall or slip off to some random closet. She just didn’t feel any desire for such behavior. Smit wouldn’t complain, but he knew better than to push for such absurdities. He’d crack jokes about stuff like that, but that’s all it ever was.

He really did understand her. He obviously wanted more, but had made it clear he was happy to take their time. Better to wait until she was ready, he’d claimed. Looking back, he’d placed her concerns first every step of the way. More than that, he’d endured her utter failure at being a girlfriend along the way. Maybe it would’ve been better for him to talk it out with her, but no one was perfect. He’d continued to put in all the effort, deeming the bumpy start worth it for the chance at a real relationship with her. For once, she’d actually figured her problem out on her own before the other two girls on her team felt the need to intervene. Despite his assurances that he was fine, she still felt kind of bad for forcing him to be so patient all the time. He tried so hard to focus on her needs, but shouldn’t she be doing the same for him? Relationships required a give-and-take, but he seemed to be doing all the giving so far.

As the elevator doors closed and the metal box lurched upwards, Lilly quickly turned and stood on her toes to plant the softest kiss possible on his cheek.

“W-what was that for?” he asked, grinning as goofily as Jaune. His hand gently felt the spot, as if seeking proof that it really happened.

“I was just thinking how good you’ve been to me lately,” Lilly grinned back, settling into his side once more. “Figured I’d show my appreciation is all.”

“Go me!” Smit laughed, hooking an arm around her shoulder. “I appreciate the appreciation.”

“Yeah, well, don’t get _too_ used to it,” Lilly added. “Just thought you deserved something special.”

“I’ve got you, don’t I?”

“Ugh, you are so sappy sometimes,” Lilly groaned, even if she _did_ enjoy hearing it. She wasn’t one to fish for compliments, but she wouldn’t turn down the freebies.

“Yeah, but you know you love it,” he grinned, even as he stepped away just before the doors opened, letting his hand slide across her back and down her arm to weave their fingers once more. Even now, he showed how much he put her first. She’d told him she didn’t mind people knowing they were together, but Lilly still felt a little odd with PDA beyond handholding. Even that was a stretch for the easily embarrassed girl, but served as a concession of sorts on her part.

Refusing to dignify his comment with a response, Lilly exited the elevator, nearly dragging her boyfriend after her as she did. Ahead, she could already hear the subtle throbbing of some sort of music emanating from the festively adorned door of Team RWBY. A string adorned with four cheap, plastic flags – each color-coded for the members of RWBY and bearing the appropriate initial – draped lazily above the portal. Someone had also taped cutouts from the local newspaper to the door. Among them was the familiar report on the docks incident, along with a story about a fight with a Paladin downtown and another detailing a daring raid in Mountain Glenn. The newest addition showed some short piece about RWBY advancing in the Tournament. Mixed among the cutouts were a few pictures of each member, as well as a team photo that was prominently affixed in the middle of the door near eye-level. Judging by how high up the door it stood – closer to Smit’s view than her own – Lilly had an idea who had decorated the entrance.

“You know what I love about Yang?” Lilly asked as she looked over the newly-erected altar. “She’s always been so humble.”

“Probably Blake’s doing. You know how excitable that girl can be,” Smit returned as the two chuckled in amusement. “You ready for whatever shenanigans Yang has in store for tonight?”

“As ready as I’ll ever be,” Lilly sighed, giving the door two solid knocks on a small opening between photos. As gaudy as the display might be, messing with it would likely lead to a fight. She’d already had her fill of fighting the bombastic blonde yesterday.

“The two lovebirds have finally arrived!” Yang loudly announced as she opened the door. Her eyes quickly shot down to the clasped hands with an evil grin. Even though there wasn’t anything wrong with it, Lilly still couldn’t help but let go of Smit under that gaze. “Comin’ late together, eh? Hope you weren’t getting up to anything _too_ unseemly while everyone was busy.” In case the insinuation wasn’t clear enough, Yang’s eyebrows waggled suggestively to drive home the point.

Smit nearly choked at Yang’s comment, but Lilly knew better. “Hey, Yang,” she greeted flatly, pushing through the door and pointedly ignoring the salacious claims. With a short laugh, Yang stepped aside to let them in.

RWBY’s room was pretty crowded with all three teams in it. One of the desks had been relegated to snack duty, with a mix of food and soda crammed together on the small surface. Jaune and Pyrrha stood nearby, lost in their own little conversation about some incident with Jaune’s sisters which had Pyrrha nearly spitting her drink on him. Yang quickly retreated to claim a spot on the foot of Blake’s bed, who was casually reading one of her many novels. Yang immediately made some comment that had Blake rolling her eyes, but the young faunus still put her book down to chat, clearly not as against the idea as she pretended to be. Her fellow faunus leaned against the far wall as Nora animatedly described some crazy scene to her. Ren did his best to interject corrections where he could despite the futility of his efforts.

In the midst of everything, Weiss knelt on the floor, rubbing Zwei’s belly vigorously and whispering assurances that Zwei was, in fact, the “sweetest doggy ever, yes you are, yes you are!” Honey and Ruby hovered nearby, scrolls out as they snapped photos and recorded the uncharacteristic display by the Schnee. Such things were probably unbecoming of a Schnee, but Weiss had proven that she was more than just her family name.

“Pretty cramped in here.” Smit had a knack for stating the obvious. “I’ll go grab us some snacks if you wanna find us a spot.”

Instead of waiting for a response, Smit broke off to the side, greeting Jaune and Pyrrha as he surveyed the various victuals carefully. With Weiss and her paparazzi busy, she quickly claimed a seat on Weiss’s bed, leaving room for Smit to join. Yang noticed her arrival and turned away from her partner, who chose to listen in rather than return to her book.

“So, you two are still a thing, I see.” _Guess Smit isn’t the only one good at obvious declarations._ “How’s that goin’?”

Part of her wanted to shoot down the question, claiming it was none of Yang’s business, but Lilly ignored the urge. “Pretty good, so far. We’re taking it slow right now and testing things out.”

“Taking it slow?” Yang asked, voice tinged with disbelief. “Didn’t he meet the fam after less than a week of dating? I’d say that’s pretty quick.”

“I wasn’t introducing him to the family,” Lilly shot back, hoping to quash the idea before it could spread. “At least, I didn’t plan to. My family surprised me while we were at the Festival. More of an ambush than an introduction.” Wasn’t exactly hard for her dad to figure out they were dating after seeing them with an arm around each other. Hearing him approve of Smit had been a surprise, but it’s not like Smit was asking permission to marry her. The approval of Smit as a person – and as a potential suitor – had as much to do with his first impression as Dad trusting her to do the right thing.

“Close enough,” Yang shrugged, ignoring Lilly’s indignant squawk of protest. Leaning forward with a more relaxed smile, Yang insisted, “Seriously, though, I’m thrilled for you guys. You both seem happier lately, if nothing else. Glad things are working out.”

“Whatcha all talkin’ ‘bout?” Smit asked as he plopped down beside Lilly, leaving enough space for the plate piled high with unhealthy treats between them. There was an odd assortment of chips, pretzels, and popcorn towering above and beginning to spill over an arrangement of cookies. The amount of food he’d crammed onto the lone plate was impressive.

“Just discussing how to hide a body,” Lilly answered, accepting the can of orange soda from Smit. “You know, in case you ever make me angry.”

“I offered my services,” Yang joined in, “but Lilly insisted on letting Randi handle it. Wanted to keep it in-house, I guess.”

“Got ya covered!” Randi suddenly hollered from across the room, somehow listening in while Nora continued shouting something about using Grimm for transportation. The idea seemed preposterous…until Lilly recalled hearing how Nora arrived in Initiation on the back of an Ursa.

“Not a bad plan,” Smit admitted, deciding to go along with their game. “Of course, you could always just have Ironwood handle it for you. Pretty sure the guy’s just looking for an excuse.”

“Oh, come on. It’s been a few weeks now. I’m pretty sure he’s moved on, what with all the stuff he has to oversee for the Festival.” Lilly doubted someone like Ironwood would hold a grudge against some random teenager. The whole CCT thing looked bad until you considered they’d had an actual, full-blown terrorist attack since then – one which Smit had helped fight against.

“So what were they _really_ talkin’ about, Blake?” Smit asked, turning to the quiet faunus. Blake looked uninterested in getting involved…until Yang ordered her not to say anything. The small quirk to her lips told Lilly that was a mistake.

“They were discussing your relationship with Lilly,” Blake answered, just before a pillow crashed through her face. The clone vanished as Yang’s swing threw her off-balance, nearly falling out of the bed. Blake slowly rose from her position flat on her back as if nothing had happened.

“I _hate_ it when you do that,” Yang grumbled, earning a smug grin from her intended target. She ignored her partner for the moment, returning to the newest arrival to their group. “Don’t worry, she didn’t share any juicy details. What about you, lover boy? Anything you wanna admit to?”

“Aside from the fact that Lilly would kill me,” Smit answered, fully aware of the way Lilly’s eyes were boring into the side of his head, “a gentleman does not kiss and tell.”

“Kissing already? And Lilly tried to claim you were taking it slow.” Yang knew it was just a phrase, but a chance to needle the two proved too tempting to pass up.

“We’ve done no such thing,” Lilly lied, recalling what she’d just done moments earlier. _It was a simple show of appreciation. Not like we were making out or anything._ Their lips didn’t even touch. It hardly counted. At least, that’s how Lilly rationalized her answer. Really, she just didn’t want to endure any teasing from Yang.

“Erk.” Smit’s utter failure to hide being caught out ruined everything.

“Well now, isn’t _that_ an interesting development?” Yang asked rhetorically. “Seems my old pal Lilly was holding out on me.”

“It’s not what you think,” Lilly deflected, cringing as she realized that wasn’t exactly a denial. Yang’s widening grin showed she’d noticed. “Not that it’s any of your business.” Lilly found herself in full crisis mode, glancing around to see if anyone else had picked up on it yet. _Dad would kill me…no, he’d kill Smit if he thought we were doing something like that._ They’d somehow managed to win Dad’s approval so far, but that would be short-lived if a rumor like that got out. “I swear, Xiao-Long, I will end you if you tell anyone.”

“Don’t worry so much, _Azura_ ,” Yang replied, dragging out her name slightly. “Your secret’s safe with me and Blake here.”

Lilly took a deep breath, relaxing slightly at her friend’s assurance. Blake nodded in agreement, promising her own silence on the matter. _Good. Crisis averted. Gonna have to have a long talk with that boy about keeping stuff to himself._ Certain things weren’t meant to be shared, especially specifics on any… _intimate_ details of their relationship. If he couldn’t keep stuff like that quiet, he’d soon find himself lacking in that department. Maybe even lacking a relationship entirely.

“Can’t speak for Randi, though,” Yang said, reminding Lilly of her annoyingly astute teammate. Hesitantly, Lilly’s eyes swept over to where the girl stood, hoping she’d missed the damning detail.

Randi’s toothy grin was less than reassuring. The thumbs-up she shot Smit even less so.

“I hate you all so much,” Lilly moaned into her hands.

“Oh, you know you love us,” Yang countered.

“Look, just to be clear,” and to make sure they didn’t come up with any wild theories of their own, “I wanted to thank Smit for putting up with me. We had a pretty rough start, but he endured it all without complaint. I gave him a quick peck _on the cheek_ for being so understanding.” She couldn’t stress the specifics enough. “That’s all, okay?”

“ _That’s_ what you’re all worked up about?” Yang laughed. “You’re so cute sometimes, Lilly.”

“Look, can we just talk about something else?” Lilly begged, knowing her face was likely bright red by now. “Anything has to be better than this.”

“Even how we walloped you guys yesterday?” Yang suggested, more to prove Lilly wrong than to actually rub their loss in their faces.

“Even that,” Lilly answered, shocking the blonde. “What? We lost. You won. Sure, I wanted it the other way, but there’s nothing I can do about it now. You guys outperformed us and earned your spot in the next round.”

“Yeah, but it still stinks we had to face each other right off the bat,” Yang complained. “Don’t get me wrong. I’m excited we won and all, but I was sorta hoping this would be a party for all of our teams.” CFVY shared in the wins, but they’d elected to have their own little celebration. Considering how tight the space was with only three teams, Lilly found herself grateful Coco had made other plans ahead of time. She dreaded to imagine cramming Yatshuhashi in on top of everyone else. “At least you gave us a real run for our lien, though. Some of those other fights were total snooze fests.”

“Well, I’m glad Team _Loser_ could be of service,” Lilly quipped, dredging up their hated name. Yang squirmed a little at the way Lilly emphasized it, but pushed on nonetheless.

“Yeah, well, I’m just glad I won’t have to face Randi in the finals,” Yang admitted. “I’ve seen her hold her own against Pyrrha. Even with three of us against her, she still held out and even took out Weiss. Prefer a quick, action-packed match to those long, drawn-out affairs. Just don’t have the patience for what she and Pyrrha do.”

Admittedly, watching Pyrrha and Randi fight could be a real test of endurance for the audience. Where their first spar had seemed ridiculous, each fight had grown steadily longer as the two adjusted to plug any holes from their previous matches. Miss Goodwitch rarely paired them up anymore, choosing instead to have them fight Yang and Nora most of the time, or any enterprising exchange student if they were brave enough to volunteer. The last time the two had sparred, Goodwitch had set aside the entire class for the match.

But something about Yang’s statement had caught Lilly’s ear. “Wait. You think we would’ve made it to the finals?”

“You kiddin’ me?” Yang asked incredulously, drawing a few looks as she did. “I would’ve bet lien on you making it there if it wasn’t for us! I doubt many teams would’ve stood a chance against you guys. I figured Randi would’ve helped clear out the finals crowd, then lost to the might of Team Ruby’s champion.” No prize for guessing who she was referring to.

“Who would then bow before Team Juniper!” Nora added, making sure to remind everyone just who she expected to win.

“Oh yeah? We’ll see about that!” Yang shot back cockily. “ Whatcha think, Lilly? Which one of us is gonna take home the prize this year?”

Lilly paused to consider the two, dragging it out as she looked between Yang and Nora, both of whom eagerly awaited her endorsement. “I dunno. You’re both pretty strong, but I might have to go with Mercury’s team.” Mercury was pretty skilled, but she doubted he’d hold up against Pyrrha after their brief spar in class. He might be able to give Yang a good challenge, though. It’d be an exciting match, at least.

Both Yang and Nora gasped at her choosing another team over them, much to Lilly’s enjoyment. Smit echoed her own laughter at the indignant duo, who quickly caught on that they’d been played.

“I’m looking forward to seeing Ruby and Juniper fight for the crown,” Lilly corrected, hedging her bets slightly to avoid one of the feuding girls trying to prove their superiority. Honestly, if she was a betting person, she’d put her lien on Pyrrha, but she wouldn’t say that in front of Yang. Before either could realize she hadn’t actually answered the question, she continued, “Probably best to focus on the doubles round, though.”

“As long as we don’t get put against each other, I’m sure we’ll both be moving on,” Yang insisted. Nora cheered her agreement before returning to her story time with Ren and Randi. “Besides, with you helping us strategize, I’m sure we’ll have no trouble.”

Lilly could admit to feeling a little flattered at the praise, especially considering they had Weiss on their team. That they considered Lilly on par with the brilliant girl was quite the compliment.

“Gah, enough talk about the Tournament,” Smit interrupted after a quick swig of his grape soda. “That’s all anyone’s talked about for weeks!”

“It’s kind of a big deal,” Lilly reminded him.

“Yeah, but this is meant to be a party, not a war room.”

“Fair enough,” Yang admitted, sitting back a little. “What you got in mind, then? We could always go back to your love life.”

“Heh, no.” Smit quickly shut that train of thought down, especially after it had already gotten him in trouble. _Good. He’s learning._ “The school year’s almost over. Y’all got any plans for the break?”

“That _is_ getting pretty close, isn’t it?” Yang pondered. Lilly hadn’t really thought about it, but they’d only have a couple weeks before finals, followed by a lengthy break. “Can’t wait for the break! Gonna go home and just collapse on my bed for a week. What about you guys?”

“I’ll probably look for a job in Vale,” Blake casually answered, clearly not enthused about the idea but resigned to her fate.

“You should see if there’s work at the school,” Smit offered. “I hear they run some training camps for aspiring preparatory students and always need some extra help. Pay is decent, but it also comes with free room and board.”

“Hm,” Blake hummed. “I’ll have to look into that. Thank you.”

“No problem. What about you, Lilly? Any big plans for the break?”

“I…haven’t really thought about it,” Lilly admitted with a shrug. The idea of helping with the training camps sounded fun, but Lilly didn’t want to spend her entire break at school. _Maybe I can see if I can help for a week or something._ “Probably just head home and relax with my family. Maybe I can help Violet with her training while I’m at it.” Or, more accurately, beat up her sister for fun.

“Sounds nice.” Smit nodded along before detailing his own plans. “I found a cheap flight back to Atlas. Mom’s been doin’ great lately, but could use some help around the house with all the extra hours Dad’s been working. They promised his team a week off with pay for all their hard work leading up to the Festival. Once demand for dust has died back down a bit, it’ll be nice to have some time together as a family.”

“That’s great!” Lilly cheered, bumping him with her elbow. Smit talked a lot about his family lately. It would be good for him to finally get to see them again after being gone all year.

“Yeah, but I’m not sure what I’ll do for the last week or so,” Smit shrugged. “Dad’s gonna be busy with work again and Mom’s gonna try to attend a wedding for her teammate’s daughter. It’ll be her first time traveling alone since her injury, so we’re hoping it works out.”

“Why not stick around and go with her?” Blake asked.

“With her therapy, plus the cost of traveling to and from the wedding, there really wasn’t lien for me to make that trip and then fly all the way back to Beacon right after.” Smit never really complained about his family’s lack of money. In fact, he hardly ever mentioned it. “Besides, I’m hoping they can save up to come visit me next year. Really want to introduce them to the team.”

Lilly looked forward to it too, especially since Smit had already met hers. She had a feeling Smit mainly wanted to show her off to his folks, but that was fine. It felt a little silly, but Smit being proud of his girlfriend made sense.

“Why not just come back to Vale early, then?” Yang asked. “The flights are cheaper before everyone else starts back. The extra lien could help them make the trip. Might even be enough to justify an extra day here or somethin’.”

That…was a surprisingly good idea. Travel prices tended to rise just before major travel seasons. While a lot of students went to whichever academy was in their Kingdom, you still had to account for people returning from vacations around that time. She’d helped Smit look at tickets recently for both trips, and the costs were pretty high, especially for the return trip. If he could back up the date a week or so, he’d probably save a good chunk of lien. _Heh. Not bad Yang._

“That might work,” Smit considered, stroking his chin for a moment. “Randi’s sticking around for the training camps, but they have that last week off, so I could just hang out with her. Maybe I can talk to Ozpin about letting me stay in the dorm that week.”

“Or…” Yang dragged the sound out, making it clear she had another idea. “Patch isn’t that far away. Maybe you could come visit that week.”

Lilly’s face began to redden at the thought. _A whole week together?_ There was no way her dad would let him stay over for the week, but Beacon wasn’t _that_ far away. She could show him around Signal, or they could go to the lake nearby. There was always the beach. Sure, it wasn’t the fancy resort type, but that meant they’d have some relative privacy.

The thought of him in swim trunks made her mouth feel a little dry. More so when she considered he’d see her in her two-piece.

Desperately trying to drive those thoughts from her mind – at least for now – she looked to Smit to gauge his thoughts.

“Wow. Didn’t realize you were so desperate for me to come and see you. I’m flattered, of course, but in case you haven’t heard, I’m taken.” Smit quipped at Yang, which helped Lilly recover from her bout of planning. By the time Smit turned to her, she’d mostly regained her composure. At least enough that he failed to notice anything. “Think I could swing by your place while I’m in the area?”

“That would be nice,” Lilly quickly answered. “In fact, I could see if Honey and Randi want to come by at least once. You’ve all met my family, now, but I’m sure they wouldn’t mind having you all over for dinner one evening.”

“Sounds good to me,” Honey piped up from nearby, having slipped closer after hearing her name. “In fact, if things don’t work out with you staying here for the week, I’m sure Mom wouldn’t mind you and Randi staying over. We’ve got a couple spare rooms you could use.”

“Awesome!” Smit cheered.

“Sounds like it’s settled then,” Yang added, winking at Lilly when Smit wasn’t looking. “Anyways, you guys plannin’ to watch any of the other fights on Thursday?”

“That’s the plan,” Lilly answered for them. “Figure we can get a feel for the other teams before the finals that way. Got a few that I really want to keep an eye on.” She already knew a bit about Sun, but Mercury still posed a potential threat. Then there was Penny. The girl had utterly dominated in the first round, somehow controlling multiple swords that hovered around her. Her team had done okay, but it was clear she would be a serious problem in the finals. Lilly wished she could’ve watched that one in person. _Maybe I can figure out the secret to her floating swords if I use my Semblance on her. I’ll have to watch for her next round._ Hopefully, she wouldn’t be paired with RWBY or JNPR yet so she could gather some intel for planning first.

“Told Mercury I’d watch his fight, too,” Smit added. “Said I’d cheer him on, as long as he didn’t face a Beacon team, of course.”

“Should be an interesting round, at least.” Lilly hoped they’d still have five Beacon teams in the finals, but anything could happen.

/- - - - - - - - - -/

“So, you think Mercury and Emerald stand a chance?” Lilly asked, sitting next to Smit as the next match prepared to start. Below, Emerald and Mercury faced Coco and Yatshuhashi on the center platform as the arena selection screens began to rotate.

Unlike the first round, the arena would be split into four sections this time. The variety would allow more flexibility in planning, but each are also stood at half the size of the prior round. The finals would be fought on only the center platform, meaning the solo combatants would have to rely on fighting skill alone, and only at a rather close range. Letting two lone combatants play hide-n-seek didn’t provide the same thrill of seeing them slug it out in a fast-paced test of strength.

“They’re pretty good, but Coco and Yats are no pushovers.” If the colossal size and strength of the tall boy weren’t intimidating enough, Coco’s weapon posed a frankly ridiculous obstacle.

Lilly recalled watching Coco slice through Grimm with ease at the Breach, even cutting down giant Nevermore in flight. She wasn’t sure how Coco planned to use it in the finals, though, given the limited space. _Then again, maybe they plan to send Yats. Guess we’ll just have to wait and see._

“Wonder what kind of plan they’ve got,” Lilly mumbled to herself. Emerald’s weapons used a similar style to Blake’s _Gambol Shroud_ , but the bright-haired girl seemed more adept at snaring opponents with the chains than Blake did with her ribbon. Overall, though, she struck Lilly as more of a mid to close range combatant, while Mercury thrived in melee.

Coco’s frankly absurd minigun gave her a serious advantage at range, but she had proven adept in melee when needed. Even then, Yatshuhashi’s giant blade would offer a strong melee option, even if it wouldn’t be as fast as Mercury’s kicks or Emeralds blades. _Guess it comes down to Mercury and Emerald closing the gap. Mercury would be better against Yats, given his speed, but that leaves Emerald to take on Coco alone._

“I’d wager on them betting on speed, given their weaponry,” Smit offered, proving he had at least a decent grasp of strategy.

“Yeah, but I’m sure Coco expects that,” Lilly pointed out as the first arena section locked into place, followed quickly by the other three to make a rather confusing assortment of zones. “Question is, will they mount a defense or try to beat back the charge with one of their own?”

If they were quick, Coco could open fire on them right from the start, but if Mercury and Emerald could close the gap quickly, she’d be lacking a suitable defense. Of course, waiting for your opponent to charge meant you surrendered the initiative and had to react to them, rather than being proactive. Coco would lose the opportunity to unleash on them at the start, which could prove the difference of the match.

“No clue. I’d go with attacking first, but I’m not much of one for defense.” Smit shrugged as he held up his hands. Blocking strikes with your arms expended aura, which wasn’t a good go-to if you could avoid it. His style required keeping an opponent on the back foot the entire time or dodging when they attacked. It worked well against people who excelled at longer range, but someone like Emerald – with bladed weapons designed for close range – would have a major advantage. “So, who you plannin’ to focus on this fight?”

Watching from the stands gave Lilly a decent view of the fight, but she could get the same from replays later. What she really wanted to do was connect with one of the fighters to get more intimate knowledge of their style. From their perspective, she could see what kind of things they noticed, whether they fell for certain feints or misdirects, and even what kind of openings they sought out. The only real problem was that she could only choose one at a time.

The choice this time wasn’t too difficult, though. _We already know a decent amount about Mercury, so I won’t bother with him._ She also had access to all the sparring tapes at Beacon, so Coco and Yatshuhashi would be easy to research. That really only left one option.

“Emerald,” Lilly declared. “Even if we assume Mercury will represent them, we’re better off being prepared for either one if we need it. Plus, we really don’t know much about her. She mainly focused on ranged support and limited melee last round, but I’m sure she can do a lot with those chains.” Entanglement. Extended strikes. Hooking around corners. There really were a lot of possibilities with a versatile weapon like that.

“Three. Two. One. Begin!”

Lilly whipped her face back to the arena, realizing the fight had already started before she could establish a connection. She sought out Emerald quickly, but much to her surprise – and nearly everyone else’s – she and Mercury slowly disappeared into the tall, dry grass behind them without so much as a shot fired.

“Dang it!” Lilly growled, missing her chance. “I need a clear line-of-sight to make a connection.” At the moment, she couldn’t see any trace of the two Haven students among the ridiculously tall concealment.

“Don’t worry. I think Coco’s about to fix that for you.” Smit pointed as Coco levelled her weapon, unleashing a spray of projectiles blindly in the direction her opponents had gone. After a few quick sweeps, she lowered her aim and slowly cut from right to left, scything down the grass in what had to be the most absurd lawn mowing service ever.

As the final patch vanished, the field stood empty, with only a few inches of grass remaining.

“What? Where’d they go?” Smit asked, echoing the confused gasps from around them. There was no sight of Emerald or Mercury.

“Might as well go with Coco, then,” Lilly resigned, quickly linking with the older girl. If Emerald and Mercury engaged separately, she figured Coco would be the more likely target for Emerald. Up close, she’d still be able to spot little details that the cameras wouldn’t catch, so it was better than nothing. Her vision slowly merged with that of Coco’s.

Just in time to nearly take a boot to the face.

“Where the heck did he come from?” Lilly gasped as Coco was jerked to the side by her teammate. The move not only blocked Mercury’s surprise attack, but created room for Coco to rain fire upon the lone attacker as he was flung back.

Knowing better than to weather that hailstorm, Mercury sprinted to the side, marking a long arc toward his target as she struggled to swing to the side to keep up. The quick maneuver allowed him to avoid her gunfire and close on her, kicking her muzzle to the side so he could focus on Yats.

“Can’t believe he’s taking on both of them alone,” Lilly commented, even if she knew she wouldn’t hear any response from Smit or her partner on the other side of her. Coco had to abandon her ranged attacks, realizing her weapon’s size had become a liability. The moment she switched, Mercury dodged back and showed off his own ranged capabilities.

 _So that’s what Smit was talking about._ Even though he looked unarmed, Mercury seemed to have some sort of dust-equipped launchers strapped to his legs. A pair of wind-dust rockets – at least, that was the best way she could describe them – zeroed in on Coco and Yats. Coco easily batted hers aside as Yats sliced through the twin. _Heh. You’ll have to do better than tha–_

Ahead, Mercury spun wildly on his hands, firing indiscriminately into the air. His ghostly projectiles didn’t follow their intended paths, though. Instead, each turned to the side and began to swirl around the boy in a sort of creepy whirlwind. They seemed to seek out their own lanes, avoiding crashing into each other as the vortex grew rapidly until a lone missile broke from the pack, striking the ground a few feet in front of Coco. The lone attack served as a signal for the others, as dozens of explosions rained down upon the pair, Bathing the area in white as Lilly felt her host thrown around by the rapid rhythm of destruction all around her.

Ever the solid pillar of strength, Yats weathered the storm behind his massive blade, using the flat of the polished metal as a sort of shield against the worst of the attack. Coco had no such defense and fell to a knee as the concussive blasts came to a halt. Luckily, very few actually struck her directly, but the force still left her a little shaky and shell-shocked as her eyes sought out their assailant through her dark shades, which actually helped against the bright flashes from the deluge of blasts.

“How the–” was all Lilly managed to utter as Mercury seemed to appear behind them. Neither were prepared as he capitalized on their unsteadiness, yanking them toward each other. Coco had enough sense to duck under the accidental clothesline from her teammate, but had no answer for the rapid kicks that followed. Between the sheer force of the blows and Coco’s lack of time to recover from the previous bombardment, a final blow to the side of her temple sent her into a short flip before landing painfully on her back.

Coco gasped for air as she rose, knowing that every moment she lay there, Yats would be forced to fight alone. Whatever strategy they’d had hadn’t survived the sudden onslaught from Mercury. At this point, the pair seemed to be in survival mode, trying in vain to regain some momentum and assess the increasingly dire situation.

 _Coco’s still right around eighty,_ Lilly mused as her eyes caught a brief glance at the projection overhead. Yats fared a little better, but only by a few points. _Those two can really take a beating. If Mercury can’t keep up this tempo, they might last long enough to finally recover and inflict their own carnage._ Team CFVY were well known for their power and destructiveness, but you’d never guess it with how the fight was going right now. Mercury had barely a scratch, while Emerald’s reading stood at a full hundred, having avoided any conflict thus far. _Mercury’s stronger than I anticipated, but you’d think Emerald would try to help at some point. Where is that girl?_

An answer came in the form of a thin chain wrapping around Coco as she swung for Mercury once more. Lilly nearly fell out of her chair as she – or rather, Coco – was hauled backwards into a thick forest and away from Yats. Her teammate called out in vain, but couldn’t help as Mercury made sure to keep him busy.

 _So, Mercury softened them up while Emerald got in position. Must’ve split in the field before Coco levelled the place._ Emerald’s choice of terrain would work to her advantage, limiting line of sight and providing plenty of cover from Coco’s minigun. _Personally, I would’ve gone for the city, though._ The cover there would be sturdier than the trees and had more variety, including easy access to high points thanks to what looked like an abandoned apartment building. Someone like Ruby would wreak havoc from a spot like that. _Then again, that would’ve required sneaking through the gaps between buildings. Might’ve given herself away in those brief stretches._

Whatever the rationale, Emerald’s plan had come to fruition as Coco finally crashed against a tree, coming to a sudden stop. Everything seemed unnaturally bright. Lilly quickly realized why as Coco glared at the smashed shades in front of her.

“I take it back,” Coco muttered to herself, searching her surroundings for any sign of Emerald. “I _don’t_ like her.”

A shot rang out to her right, narrowly missing as Coco leaned back, proving how developed the extra years of training could provide as a round sailed just above her face. Agilely, Coco flipped backwards as Emerald finally revealed her location high up in a tree. With a growl, Coco landed and squared her feet as her infamous weapon deployed, prepared to remind everyone just who had the superior firepower.

Branches snapped. Bark splintered. Leaves rained down. The unrelenting terror Coco unleashed tore through everything in sight mercilessly. Emerald wisely chose to make a break for it, dashing along branches with nimble grace. Coco adjusted to lead the target, but Emerald ducked low, hooked a branch with her blade, and hurled herself beyond. The treetop parkour continued as Coco made subtle adjustments, scoring the occasional blow but never dislodging her hated foe.

 _This can’t continue,_ Lilly considered. Forced to keep moving, Emerald had almost no chance to return fire as Coco began to anticipate her route, only squeezing off a few retaliatory shots with no time to aim properly. Lilly wasn’t sure how much ammunition Coco’s weapon could hold, but judging by how liberally she poured it out, she had to guess it would be a while before the thing ran out. _So the question is, does Emerald plan to wait for Mercury or engage Coco herself?_ Coco’s non-stop barrage would soon force Emerald to give away the plan.

If Emerald planned to keep Coco busy, trusting Mercury to win against Yats, she’d continue dodging or hiding to drag the fight out. However, if she considered Mercury’s fight a toss-up, she’d need to engage Coco soon or risk Yats prevailing and coming to support Coco. Mercury had done well so far, but Yats hadn’t made it this far to be bested so easily.

Sure enough, as Emerald passed behind the next trunk, she failed to appear beyond it. _Copycat,_ Lilly scoffed, recognizing the strategy as being eerily similar to her own a few days ago. Emerald had pulled the bigger threat into a secluded area – coincidentally, the same type Lilly had used – and seemed content to keep Coco busy for now. Lilly wasn’t sure if she felt flattered at the mimicry or disappointed at the lack of action. _Guess this is what people felt watching me and Yang go at it._ Thankfully, there was still the other fight to watch, but Lilly figured she’d stick with this for now, curious as to how Emerald would keep her opponent occupied.

Problem was, unlike Yang’s punches, Coco had the ability to dispose of cover rapidly, as she’d done with the field at the start. Cutting down trees would prove a little more time-consuming, but it would still force Emerald into the conflict she seemed to be avoiding. Worse, with a bit of a gap around her chosen hiding place, Coco knew full well where the girl would be hidden. Apparently having a similar thought, the multi-barreled monstrosity began to spin up again.

Lilly felt a little off as something lurked in her peripherals. “Coco!” The voice of Yatshuhashi called from behind. _Must’ve figured out how to beat Mercury. Looks like Emerald’s plan didn’t pan out. Should be another win for Beacon._

“Watch out! She’s in the trees.” Coco glanced over her shoulder as she spoke, but kept the lazily rotating gun levelled at Emerald’s last-known position. As expected, Coco’s teammate had arrived, emerging from the tree line with a hand on his holstered sword. Being almost as tall as the man himself, he kept it strapped across his back.

 _Wait, something’s not right here._ She could clearly see Yats approaching, but at the same time, he almost looked see-through. The ghostly image was definitely there, but at the same time, he wasn’t. She could spot the vague outline of the trees and foliage beyond. The more she focused, the stranger the image appeared, even shimmering slightly as she watched. Lilly winced at a sudden pain in her head, reaching up to rub the epicenter near her eye.

The familiar buzzer rang out to signal an elimination. _Odd. They’re just now announcing Mercury’s defeat? Sure took their time._ Yats was able to finish the fight and reinforce Coco before it sounded, meaning someone had really dropped the ball there.

“Oh, and with that final blow, Yatshuhashi is eliminated!”

“What?!?” both Coco and Lilly shouted in unison. The display above showed a short replay of Mercury finishing his opponent, along with an aura reading just below the elimination mark for Yats to the side. _B-but, we just saw him behind us._ Coco whipped her head to the side to locate her teammate, but the clearing stood empty once more.

 _He was there! I saw him!_ Lilly’s head still hurt, but she knew what she’d seen. There was no mistaking the giant of a man strolling up to them. Coco trembled, gun rattling as she cautiously retreated, slowly scanning the area as she did. There was no missing how uneasy the girl was, not that Lilly felt any better.

 _There!_ A ghostly blur of green darted behind the trees directly ahead as Emerald circled around. Another surge of pain rocketed through Lilly’s head, but her eyes easily traced the bright hair dashing to their left. _She’s right in front of you! What are you doing?_ Coco continued her uneasy circling, ignoring the clear threat entirely. She still had a chance if she could take out Emerald before Mercury arrived, especially given how brazen the girl was being now that they had the advantage.

Emerald vanished out of their view, lurking somewhere behind Coco, who seemed oblivious to the impending peril. Lilly could see the shadow spreading at her feet, but still Coco hesitated. Finally, the girl heard something, jerking around just in time to take a blow directly to her face. Several more strikes followed in rapid succession until a defeated Coco was sent sailing out of the trees, crashing down alongside her unconscious teammate. A mild sense of vertigo set in before everything went black, severing Lilly’s connection as the crowd roared in delight.

“And with an amazing upset, Emerald and Mercury are victorious!” Oobleck’s announcement only served to further feed the audience’s frenzy as Emerald casually strolled into the center, twirling one of her weapons for dramatic effect. Some of the fans – notably those on the Beacon side – began to mix their boos with the thunderous applause. CFVY was favored to make it to the final four at a minimum, meaning most of the displeasure probably came from people who had just lost substantial amounts of lien on the match.

Lilly reeled in her seat, clutching her head as the migraine continued to tear at her. “Wha…what just happened?” she asked aloud, more to herself than her team.

“You okay?” Smit asked, resting a hand on her arm as he examined her face.

“J-just a headache,” she managed to grunt, even as another wave of pressure hit her. She’d had migraines when she was younger, but never like this.

“If you say so,” Smit answered, concern evident in his voice. “Anyways, Mercury took out Yatshuhashi in the geyser fields while Coco was fighting Emerald. Couldn’t really see the fight in the woods, though.”

“Wait, so Yatshuhashi never went into the woods?” Lilly questioned, still trying to get a grip on what she’d seen.

“Nah. After Coco got yanked away, he and Mercury went at it.” Mercury pointed at the overhead display, which was currently showing the final blow against Yats again. “Yats got his face roasted by a geyser, then Merc finished him off. Wasn’t long before Emerald took out Coco to end it.”

 _That…then how did I see Yats in the woods? Was I mistaken?_ It seemed so real at the time, but he couldn’t have been in two places at once, right? It also didn’t explain Coco’s behavior afterwards, either.

Smit watched her carefully as she tried to rationalize what she’d seen with the clear evidence against it. A quick glance showed Randi and Honey had picked up on his concern, watching her as if she might keel over any second. Admittedly, she felt a little wobbly as she rose from her seat, but she refused to let it show.

“Legs must’ve fallen asleep,” Lilly lied, stretching a bit to sell the story. With half the day’s matches already over, they were due for a lunch break. _Maybe if I get up and walk for a bit, I’ll be okay. Might as well get some food, too._ “C’mon, guys, let’s see if we can beat some of the crowd to lunch.”


	39. Friend in Need

_Violet’s off with her friends from school. You and Smit want to meet us for lunch?_

Lilly glanced at the short message from her mom, making sure to angle it away from her team – mainly away from a certain nosey faunus. She already planned to have dinner with the family tonight, but Mom kept pushing for her to bring Smit to eat with them. That the woman never asked about the other half of the team was telling.

Lilly shot off a quick refusal, politely explaining that she already had plans, then tucked the device away as the short line for a Vacuan deli moved forward. The small team of mostly faunus darted around the small space behind the counter, expertly weaving around one another as ingredients seemed to fly onto bread. Given the quickly forming mob of hungry people forming behind Lilly’s team, their speed made sense. Snacks at the Colosseum’s concession stands only went so far, leaving thousands of growling stomachs on a stampede toward the fairgrounds.

“What’s up?” Smit asked, noticing her hurried typing a moment ago.

“Nothin’,” Lilly shrugged. “Just a quick message from Mom.” She didn’t bother elaborating, knowing how quickly Honey and Randi would insist they go. _I told RWBY we’d meet for lunch, and I intend to keep that promise._ Dad often lectured her about keeping her promises. She was just applying his lessons, that’s all.

She definitely wasn’t trying to avoid another round of questioning about her and Smit.

They spent more time placing their order than waiting, as the four baskets of sandwiches and chips were quickly deposited on the side counter for pickup. With a quick nod, Lilly dropped a little extra lien in the tip jar nearby before leading her team away. She paused for a second, wincing as her head throbbed once more, but managed to shake it off before anyone noticed.

Finding a table proved an absolute nightmare. People dashed in front of one another, claiming seats and bickering over who arrived first. Lilly watched for any of the familiar splashes of color that would signal RWBY’s presence, but let out a defeated sigh upon seeing them near the end of a long queue for some Mistralian barbecue. _Guess it’s up to us, then._ Another surge of pain rippled through her head, but she pushed it down as best she could, making her way to one of the smaller groups of tables outside the main area. As she’d hoped, they proved less crowded, even if most of the tables had already been claimed. Snatching one large enough for both teams to fit in – albeit, a tight squeeze – Lilly fired off a quick message to Yang detailing where to find them before digging into her simple meal.

“So,” Smit stopped to swallow his mouthful of a frankly absurd tower of different meats nestled between wo slices of some sort of sourdough, “whatcha guys think of the doubles so far?”

“Much more interesting than the first round of fights,” Randi casually analyzed, crunching another chip as she thought. “Kinda surprised how many upper-years got knocked out already.”

Lilly felt the same. JNPR – or, more accurately, Pyrrha and Nora – dismantling a third-year team from Shade to start the day hadn’t been too shocking, but seeing Sun and Neptune pull out a win against a pair of fourth-years from Beacon surprised everyone. _I know they’re good fighters and all, but I really expected a team with more experience to put up more of a fight._ The match had been close from the very beginning, but Sun’s Semblance had tilted the odds in his favor near the end, proving too much for his opponent to handle. Fighting the goofy monkey faunus one-on-one had been hard enough. Taking on three of him at once…well, the fight might as well have been over at that point.

The next match had been a whirlwind of action as two upper-year teams from Atlas and Mistral better exemplified what she expected from the older group. All four combatants sported mecha-shift weaponry with both ranged and melee options, meaning the brawl would switch from a clash of steel to a gunfight and back in an instant. Rather than divide into two individual fights, both pairs seemed intent to stay close, ducking and dodging alongside their ally as they switched opponents and styles seemingly at random. Things looked bad for the Mistral team at one point, but an attempt to briefly double-team the weaker of the two failed against some sort of defense-based Semblance. That left them open to a counterattack from the remaining opponent, knocking one of the Atlas pair out of the fight. Without her partner, the brute of a girl that remained didn’t last long against the suddenly reenergized onslaught.

The whole affair put many of the other fights to shame. The crowd ate it all up with crazed cheering. A few in attendance had been injured in the resulting celebration, falling over railings or down the hardened steps, but none of them looked serious. The Tournament took a brief break to let everyone calm down again, along with a short message about safety, before Coco and Yats took the stage.

“Tell me about it,” Lilly assented. “We already lost a few in the first round, and now there’s three more down already. At this rate, there won’t be many left.” Seven of the older teams had fallen in the first round – mostly in matches against other upper-years. Given the recent eliminations, there were only six left. Only two of those were from Beacon. The one from Mistral – the only upper-years so far to make it into the finals – would be moving on, leaving the other five to fight it out that afternoon. “At least one of the remaining fights will have to be between upper-year teams, so there goes another one. Even then, the remaining first-year teams are no joke either.”

She didn’t really know one of them that well. _Team FNKI from Atlas,_ she vaguely recalled. As much as she still kinda hated their team name, she figured it could be worse. _Plus, how does that follow the stupid color rule? LHSR is a stretch, but FNKI? And from Atlas, no less!_ She’d expect as much from Shade, but Atlas didn’t seem like the place to give out such ridiculous monikers. _Then again, nothing about that skater girl made her think of Atlas, either.._

The girl’s outfit simply wouldn’t fare well in the Atlas cold.

“Hey, Honey,” Lilly called out, leaning to see past Smit. “Your friend Penny’s still gotta fight this afternoon, right?”

“Yeah!” Honey cheered enthusiastically. “I met her partner the other day. Ciel was nice enough, I guess, but nothing like Penny. Really strict.”

 _Kind of a Ruby-Weiss thing, then._ Weiss’s naturally stern nature hadn’t paired well with Ruby at first and led to countless fights and arguments – as well as visits with Lilly to vent about the little red bundle of energy – but they’d been good for each other. Weiss became much more relaxed, while her seriousness had rubbed off on Ruby a little as well, helping both of them to improve and grow closer. _Funny how that works out, sometimes._

“Think she’s ready for her fight?” Lilly asked, curious how much her quiet partner knew of the quirky girl. _She tore through the first round easily enough. Still not sure how she did that whole floating-swords thing. Some sort of Semblance, maybe?_ Pyrrha’s Semblance could do something similar, but she’d never seen the redhead use it on so many items at once.

 _Would be interesting to see those two face off,_ Lilly mused. If Pyrrha could affect those blades the same way, she might be able to neutralize her opponent entirely. Then again, seeing as everyone’s weapons seemed to be made of metal, it was no wonder the girl hadn’t lost a match in the last few years of competing. Having one of the only non-metal weapons in school suddenly seemed like a huge advantage. _Not that I’d be able to take on Pyrrha anyways._

“She’s combat ready,” Honey giggled, doing a horrible impression of Penny. Lilly had spoken with the girl once or twice, including their brief run-in at the dance. She struck Lilly as overly friendly, as if she was desperate for people to like her. Something about the way she spoke, though, felt unnatural. _Salutations? Really?_ Lilly could easily believe Honey was quoting her friend word for word.

“Well, she’s gonna need it this round,” Lilly commented, thinking of the rather tough assortment of teams left.

“Especially if she gets stuck against us!”

“About time, Yang,” Lilly sighed as their friends finally arrived with food. The piles of meat, drenched in some sort of sweet-smelling sauce, had Lilly regretting her choice of sandwiches. _Will have to swing by there tomorrow._ “That smells good.”

“Wanna bite?” Yang offered, holding out her fork to Lilly. Yang had already used it, but Lilly couldn’t resist, making sure to throw an elbow into Smit’s ribs for the comment on an indirect kiss.

It was _totally_ worth it. “Holy crap, that’s good!” The meat proved both juicy and tender, while the sauce surprised her with a subtle warmth that spoke of a few spices mixed in. _No sign of that stupid spice Randi tricked us with,_ Lilly noted, thankful she hadn’t been played again. _Still need to get her back for that. In fact, I think I still owe her for a few other things, too._

Despite Lilly’s efforts, Randi had come through unscathed in her many attempts to get even with the girl. Bucket of ice water over the door? Randi walked in with an umbrella, grinning to show she’d guessed correctly. Peanut butter in her helmet? Lilly came back to the room to find Zwei licking it clean…on her mattress.

Even the air horn under the mattress trick had failed. Lilly had slipped back to the room alone to plant the device between morning classes, claiming she needed to use the bathroom and that she’d catch up. Knowing Randi liked to lay in bed and read in the afternoon, Lilly couldn’t wait for them to get back to the room. Randi had practically thrown herself onto her bed…but nothing happened. Well, not until Lilly sat down at the desk and set off the infernal device, which had suspiciously been relocated without her noticing. After picking herself off the floor, she’d ripped the thing free and chucked it at Randi, who caught it easily and went back to reading with a smug grin.

Laying down in her own bed with an aggravated huff, she’d been left unprepared for another blast, which let her face get reacquainted with the floor. The second air horn, identical to the first, proved just how prepared the infuriating faunus could be. _Maybe I should get Smit in on the revenge,_ she considered. Smit seemed like he could pull a good prank, and he’d do practically anything to make her happy. _Plus, if it backfires, he can take the brunt of it instead of me._

She returned the utensil to Yang, who made a big show of sticking it directly in her own mouth, playing on Smit’s earlier joking. Lilly couldn’t help the blush that overtook her face at the display, earning a hearty laugh from her evil friend. “You’re too easy, Lilly,” Yang cackled. “Good news for you, Smit.”

“Hey!” Lilly protested, smacking her hand against the table before Yang could embarrass her further. She shot a glare at Smit, just to make sure he didn’t get any ideas, but the fact he was already choking on his food saved him from being throttled.

“Oh, relax,” Yang laughed, waving off Lilly’s mounting fury without a hint of concern.

“You’re the worst, Yang,” Lilly grumbled, doing her best to ignore the fresh spike of pain in her head.

“Try living with her,” Weiss moaned from her own seat, reminding Lilly how rough it would be to deal with Yang every day. Not for the first time, she pitied the proud girl.

“Try a lifetime,” Ruby added, silver eyes speaking of distant horrors being relived. Weiss reached over to comfort her mentally scarred partner as the two commiserated on the suffering of overexposure to Yang.

“I’m not _that_ bad,” Yang complained, pushing back against the pile-on.

“I dunno. I can barely stand Yanging out with you.” Lilly froze as she realized what she’d just said, then firmly planted her face in her hands. “Oh no! She’s contagious!”

“Run for your lives!”

“Women and children first!”

“Oh, the humanity!”

Yang feigned offense, but couldn’t hold it as the table erupted with laughter at their own dumb display. “You guys suck,” she managed, tossing a balled-up napkin at her sister’s head.

“Anyways,” Lilly quickly interjected before the fight could escalate. The general public wouldn’t survive the types of food fights Beacon specialized in. “You guys ready for your fight this afternoon?”

“You betcha!” Yang cheered confidently, echoed by a whooping Ruby. “Hoping we don’t get another Beacon team. Tired of beating up on our school.”

“Yang, be nice,” Weiss instructed.

“Bah, Lilly can take it,” Yang insisted, even if Lilly could see the girl’s violet eyes scanning her face in concern. She thought about messing with Yang, but decided they’d had enough drama already. “Besides, after what these guys put us through, this round should be a piece of cake!”

“Thanks,” Lilly smiled, accepting the kind words. “But you can’t afford to take this one for granted. “Whomever you face, they made it through the first round. Might even be an upper-year team. You may be one of the strongest in our class,” Yang made to complain, but Lilly raised a finger to shush her, “but the extra years of training could make for a difficult fight.”

“In _spite_ of what my teammate says,” Weiss cut in, “rest assured that we are approaching this round with the utmost seriousness. I expect our opponents to have a well-designed strategy and strict discipline. We shall do our best to represent our school well.”

“That’s Weiss-speak for we’re gonna kick some–”

“I can speak for myself, thank you very much!” Weiss complained, incidentally cutting Yang off before she could finish. Yang grumbled something about boring teammates before digging back into her lunch.

“You guys see that last match?” Smit asked. Lilly rolled her eyes at the rather insipid transition. _They were at the Colosseum, you dolt!_

“Can’t believe Coffee got beat like that,” Yang responded, a little more serious than before. “Really expected to see them in the finals.”

“Yeah, but Mercury and Emerald are pretty tough,” Smit countered. “May want to keep an eye out for them next round.”

“Yeah. We definitely underestimated them.”

“I think _everyone_ did,” Blake hummed in agreement.

“Sure, but to see that Mercury guy take them both on so easily? That was crazy.” Lilly had to agree with Yang. Surviving a double-team would be difficult, but Mercury hadn’t just survived. He’d actually been winning against the two of them. Considering he mainly used kicks versus a sword and a minigun, it hardly made sense. “I know who’s film I’ll be studying tonight.”

“Sure. Like you weren’t planning to _study_ him anyways,” Lilly joked. It wasn’t that long ago that she’d been interested in Mercury. He was tall, fit, had a sort of roguish charm, and could clearly fight well. He’d certainly earned a good deal of attention from his match, too. There’d probably be quite a few girls watching his fight tonight, though most of them wouldn’t be doing it for planning purposes.

“Oh, should I tell Merc you’re interested?” Smit asked, joining in the fun as always. “I could introduce you two.”

“I’ll pass,” Yang flatly denied, killing their fun before they really had a chance to mess with her.

“Regardless, what took you guys so long? You were closer to the exit than us, but we still got here first.” In fact, Lilly figured they’d arrived at least several minutes ahead. “You guys run back to the school first or something?”

“We stayed to talk with Velvet for a bit,” Ruby answered for her team. “She was pretty upset at the loss.”

“Well, you can’t win them all,” Lilly replied. _I mean, we just lost a few days ago. You have to move on. Besides, at least they made it past the first round._ CFVY would just have to suck it up like the rest of them.

“Yeah, but Coco and Yatshuhashi had to go to the infirmary.” That quieted the table a bit, making Lilly instantly feel like a jerk in the process. “Yatshuhashi had some minor burns from the steam, but I guess Coco was the main problem. She hasn’t woken up yet. They’re afraid she might have a concussion or something.”

“Her aura was pretty low on that last hit,” Smit commented. “That, plus her landing on the center platform, could’ve done some damage.”

“That’s what they’re afraid of,” Ruby admitted. “Don’t think it’s anything _too_ serious, but better safe than sorry. I told Velvet to keep me updated.” Ruby glanced at her scroll for a moment, but quickly put it away once she confirmed there were no new messages yet.

“Still weird how she lost to Emerald,” Yang carried on, taking over for her sister. “I mean, she’s pretty tough. How did Emerald manage to take her down so easily?”

Lilly had been wondering the same, constantly circling back to the weird images she’d seen. Nothing else made sense. _She turned to look at Yats, even though he wasn’t there, then ignored an obvious threat as Emerald circled her._ It didn’t take Huntsman training to know that was a bad idea. The obvious follow-up question would be what exactly caused the images.

One possibility had her sweating in her seat. _What if…what if I’m the reason?_ She’d been connected to Coco at the time, establishing whatever mental link powered her Semblance. Sure, she’d never caused anything like that before, but they’d been taught how Semblances could grow over time. Maybe hers was developing some sort of mental projections or illusions. Such a Semblance would be incredibly useful, but only if she could control it.

The surge of pain she’d felt could be indicative of that growth, as she’d had some migraines when she first started experimenting with her Semblance years ago. _What if my Semblance is more than just observing?_ She could already receive imagery from her target. Who’s to say she couldn’t project her own images as well? The thought was exciting, but also meant she’d interfered with a Tournament fight by accident.

“Lilly was actually linked with Coco at the time,” Smit suddenly chimed in. “Saw the whole fight firsthand. Says she saw some weird stuff, too.”

Lilly kicked Smit under the table as all eyes turned to her. _Crap._ She considered lying about what she saw, but it wouldn’t matter. Smit knew she’d seen Yatshuhashi in the woods, despite that being impossible. Omitting that would only raise more questions. Since that was the biggest detail, it seemed useless to lie about the rest. _What if they realize this was my fault?_ She didn’t have proof that it was, but she couldn’t discount it either. If they jumped to the same conclusion, one of them might turn her in.

Tampering with the Tournament like that had to be a major crime.

“It was nothing,” Lilly insisted, hoping to divert the conversation before it probed further. “I was just seeing things.”

“What did you see?” Ruby inquired, dooming Lilly in the process.

“I…” Lilly considered her words carefully, but there was no getting around the obvious. “I thought I saw something in the woods – when _Coco_ was in the woods,” she hastened to add. “It looked like Yatshuhashi had arrived. It was only there for a moment, though.”

“Huh, weird.” Ruby summarized ineloquently. “But Yatshuhashi never made it to the woods.”

“I know. I must’ve imagined it or something.” At least, that’s what she hoped. “I didn’t see the fight with Mercury, but Smit filled me in.”

“Any idea what caused it?”

“Not really,” Lilly answered honestly, still unsure as to what was going on. A wince at the latest round of pain gave her an idea. “Got a pretty bad migraine around that time. Maybe that caused some sort of interference.” She left off the fact that the migraine came _after_ the images, since that would discredit the theory entirely. Her head pain was more likely the result of the images than the cause. _Although, I’ve never been linked to someone when they got knocked out like that. Maybe that’s what caused the migraine._ Seeing a potential escape, she continued, “I think I may head back to the dorm and get some rest. I’ll try to catch your fight, but if not, I’ll make sure to watch the replays afterwards.” Lilly focused on Weiss for her last comment, but nodded toward Yang. “Make sure you get this idiot to the finals.”

“We’ll do our best,” Weiss returned with a nod. “Hope you feel better soon.”

Lilly stifled a groan as she rose from her seat, the sudden shift in height giving her a brief sense of vertigo. She steadied herself with a hand on the table, but quickly turned to leave before they could notice her condition.

Smit noticed.

“I’ll come with you,” Smit insisted, rising to stand alongside her before she could disagree. His face screamed concern for her, but he didn’t say more, which Lilly appreciated given the small crowd of friends right behind her. The last thing she wanted was to distract RWBY right before their fight.

“If it’ll help,” Blake spoke up, causing them both to stop, “I have some peppermint ginger tea in our room. It’s supposed to help with headaches. You’re welcome to use it.”

They all knew how much Blake loved her tea. The cat faunus kept a small stash of the stuff in her room, but guarded it zealously, insisting it was better than the selection Beacon made available. That she would offer to share came as a surprise.

“You sure?” Lilly asked, leaning subtly on Smit for support as she fought for balance against the off-putting sense in her head. For whatever reason, she felt the need to lean right, even if she knew she was standing straight up.

“That’s what friends are for,” Blake assured her, smiling softly to prove it. “I keep it on the shelf in our closet. Should be a couple teacups up there as well. Just leave everything in our sink when you’re done. I can wash it all out later.”

“Aw, Blakey!” Yang cooed. “Look at our little kitten, all grown up and offering to help. Weiss, get the camera!”

And just like that, the sweet moment ended. Lilly hadn’t really considered Blake as a close friend, but the offer was a generous one. Yang had once told her about Blake blowing up on Weiss for delving into her tea supply, so Lilly naturally assumed the small trove of leaves were sacred. In fact, she’d never heard Blake share her tea with anyone, especially outside of her team. She felt strangely honored at the offer. _I’ll have to ask if I can buy her some replacement tea later._

As the scene devolved into chaos – Yang sneaking over to pull Blake into a motherly hug as the girl’s bow flattened against her head and Ruby took pictures with her scroll – Lilly hastened away to catch a bullhead back to the school with Smit in tow. Not many people were leaving the fairgrounds at lunchtime, so there wasn’t really any line to wait in, thankfully.

“You don’t have to walk me back,” Lilly told Smit, who still seemed to be watching her closely, as if he expected her to fall over at any minute. Granted, that nearly happened a minute ago, but she was already feeling a little better. “You should go watch the fights. I’ll want to hear all about them later.”

Smit hesitated at her request, but eventually made his decision. “I’m coming with you,” he resolutely declared.

“I’m just going to take a nap,” Lilly whined, already hating the special treatment. _Not like I haven’t had a migraine before._ She could tell he was still worried, though. “If it makes you feel any better, I’ll swing by the infirmary if the tea doesn’t help.”

“I’m coming with you,” he repeated, causing Lilly to growl in frustration. While she appreciated him caring so much, she didn’t want to be babied. “Stop fighting with me. I’m coming with you, whether you like it or not.”

“But–”

“No buts.” He placed a finger against her lips to silence her protest before continuing. “Deny it all you want, but we both know you almost fell over just getting up earlier.” When she didn’t refute his claim, he pressed on, withdrawing the digit from her lips. “I just want to make sure you get back safely, okay? I’ll even brew the tea for you so you can lay down.”

She wanted to balk at the suggestion, but he didn’t look like he planned to give up. “Fine. You can follow me back, but I don’t need you to tuck me in or anything. It’s just a migraine.”

“I know, but just to be safe, we’re swinging by the infirmary on the way.” Lilly’s protest never made it out. “That wasn’t a question. I know you say it’s just a migraine, but in all the time I’ve known you, I’ve never seen you like this. We’ll just have them check it out real quick, maybe see if they can give you some pain meds, and then be on our way.”

Lilly glared at him for a full three seconds in silence before her shoulders sagged in defeat. “Fine, but I do the talking, got it?”

“Sure thing,” Smit acknowledged as the next bullhead landed, letting them claim one of the seats aboard.

The ride back to Beacon proved quick as always, depositing them and a couple of tourists near the courtyard. Smit had chatted briefly with their fellow passengers after they began asking questions, saving Lilly the effort. Thankfully, he spotted one of the tour guides once they’d landed and handed them off quickly enough, freeing them to head inside.

The hallways stood mostly empty until they reached the infirmary. A quick glance at the waiting room showed Fox, Velvet, and Yatshuhashi anxiously awaiting their leader. Velvet seemed the most concerned, but perked up a little at seeing them.

“You two okay?” she asked, her soothing voice and cute accent adding to the adorable bunny image. Having seen the girl fight before, Lilly knew better than to trust that.

“We’re fine,” Smit answered for them both. “Lilly here just has a nasty little migraine. Figured we’d stop by to get it checked out and get some pain meds. That’s all.”

“Sorry about your loss,” Lilly offered, wincing slightly at what that sounded like. _She’s not dead, moron!_ “Is Coco okay?”

“The nurse says she should be fine,” Yatshuhashi answered, placing a comforting hand on Velvet’s shoulder.

“She hasn’t woken up yet, though.” Velvet’s face was coated in concern for her leader, but she held it together. “We haven’t gotten an update for a while. Could you guys ask for us while you’re in there?”

Lilly doubted it had been more than ten to fifteen minutes since their last update, given how little time had passed since the fight, but agreed to the simple request nonetheless. Waiting for an answer, even when you’d been assured of it several times, could still be excruciating. Lilly thought back to having to wait to see Yang and recalled how uneasy the delay made her feel. The simple assurance seemed to brighten Velvet up considerably, earning Lilly a grateful nod from her giant teammate.

Content that they’d honor their promise, the three members of CFVY allowed them to head inside. Pushing through the swinging doors, Lilly was greeted with the familiar smell of rubbing alcohol and cleaner. Near the end of the room, a few nurses were gathered around a single bed, hidden behind some sort of curtain. Lilly could see a fox tail poking out of one corner, indicating the presence of Beacon’s own Doctor Tsune.

Lilly wondered if they should call out or wait quietly when the matter resolved itself. A very familiar voice rang out from her left as Bianca exited one of the various rooms. “Lilly? What are you doing here?”

“Bianca?” Lilly knew her friend would be working with the local medical teams, but she’d had no idea Bianca would be at the Beacon infirmary. “Why didn’t you tell me you were being assigned to Beacon?”

“I only found out today,” Bianca admitted, adjusting her nametag slightly as she approached. “I was supposed to be at Vale General all week, but they wanted each of us to get a chance to visit Beacon and learn about Huntsmen medicine, especially since I’m specializing in that field.”

“Huntsmen medicine?” Smit questioned. “There’s a whole field of study for that?”

“Well, yeah,” Bianca answered, as if such knowledge should be commonplace. “A lot of it focuses on boosting aura and all, but it also presents some challenges for us. Huntsmen can survive some pretty serious injuries and are more likely to receive them, so we have to be able to perform all sorts of surgeries. Knocking out a Huntsman for that kind of stuff can be tough. Worse, if their aura is up, even something as simple as a shot or stitches is nearly impossible, as the needle has to get past the aura first. Add in that no Huntsman on Remnant ever wants to let us help, and you’ve got some real problems from time to time. They all seem to think they’re invincible.”

“I can believe that.” Smit rolled his eyes, glancing at Lilly accusingly.

“You must be Smit,” Bianca suddenly chirped, shaking Smit’s hand vigorously. “Lilly’s told me so much about you. You two looked so _cute_ at the dance. Glad to see you finally got together.”

“Thanks?”

“Yang showed her photos of us dancing,” Lilly explained with a sigh.

“Ah, that would do it.”

“Anyways, you still haven’t told me why you’re here.” Bianca’s eyes roved over both of them, searching for any signs of injury. “If it’s something serious, I’m afraid it may be a few minutes. Doctor Tsune is busy with another patient at the moment.”

“That’s fine,” Lilly replied, turning to leave. “It’s nothing serious. I’ll see you tonight at dinner!”

“Hold it right there.” Smit snagged her arm before she could escape. “Lilly got a pretty bad migraine while using her Semblance. Sudden surges of pain and a little off-balance. Doesn’t look serious or anything,” he added, weathering her glare, “but we figured we’d better play it safe and get her looked at. At the very least, she could probably use some pain meds.”

“That’s something I can handle easily enough,” Bianca said as she led them over to the nearest bed and shoved Lilly into it. Lilly wondered if the rough treatment had more to do with Bianca’s training or her familiarization with Lilly. Bianca produced a small flashlight and shone it at Lilly’s face, instructing her to stare ahead as the bright light swung from eye to eye. Whether she liked what she saw was anyone’s guess.

“Minor concussions and head injuries aren’t as rare as you’d think,” Bianca droned, likely reciting everything from memory while her mind stayed focus on the exam. “Aura only does so much after all. Think of it like a bullet-proof vest. It’ll stop the round from getting through, but that force still has to go somewhere.”

Bianca had gone into full nurse mode, quickly administering some basic tests and jotting down information on her clipboard. She wore a pleasant enough smile, but the fact it never wavered made Lilly realize it was just a default expression – something to put her at ease while Bianca analyzed her for any abnormalities. Lilly had gone from friend to patient in an instant.

“Now, when did the pain start?” Bianca asked, eagerly awaiting more data for her clipboard.

“During the Tournament,” Lilly admitted, before hastily adding, “but not during our match. It was the last fight today. We were just spectating.”

“Mhm. Have you suffered any recent injury to your head?”

“No. Nothing like that. I was just sitting in the stands, watching the fight.”

“Watching, or _watching_?” Having a nurse that already knew her Semblance came in handy. Trying to explain all the details of her mental links got tiresome after a while.

“I was using my Semblance at the time. Focused in on Coco of Team Coffee. How is she, by the way?” Lilly recalled her promise to Velvet, but also wanted to shift focus away from her own problem. Infirmaries and hospitals weren’t exactly her favorite place to be.

“Let’s focus on you for now,” Bianca grinned, easily catching Lilly’s attempt to deflect. “When the pain started, was it sudden or did you feel it build up first?”

“It was sudden. One moment I was fine, the next, my head felt like it was gonna explode.” Even as she said that, Lilly felt another burst of pain, although it seemed lesser than the last few. Still felt like crap, but almost bearable. Bianca watched her reaction and quickly scribbled something down. “It still hurts, but I think it’s getting better. I was gonna go have some tea and lay down for a bit.”

“Not a bad plan,” Bianca hummed, finishing her latest note and looking up once more. “The caffeine can help restrict blood vessels, which tend to enlarge with a migraine. The lessened blood flow can help with the pain, but I’d say getting some rest would be your best bet. Migraines can leave you hypersensitive to light and sound, so make sure to darken the room a bit.”

“Yeah, yeah. I know.” Having migraines as a child meant she was more than familiar with what to expect. Her mom still got them from time to time – likely something that got passed down. With a lifetime of experience, her mom might as well have been an expert on the subject. “The dorms should be pretty quiet with everyone at the Tournament. I’ll kill the lights and draw the curtains.”

“Very good.” Bianca drew a quick line through something on her report before pressing on. “Now, why don’t you tell me exactly what happened before the pain hit. Maybe we can figure out what triggered it.”

Lilly sighed heavily, but knew better than to argue. Bianca wasn’t one to give in easily, and Smit knew most of the details, meaning he’d betray her in an effort to help. “Fine. Like I said earlier, I was using my Semblance on Coco during her fight. Stayed connected until she got knocked out. Pain pretty much hit me right around the end of the fight.”

“Have you ever had your connection severed by the target falling unconscious before?”

“Not that I can think of.” Spars at Signal and Beacon were pretty heavily watched by instructors, who would step in before it went too far. She’d seen a few accidents before, but she’d never actually been connected to the person on the receiving end. “You think that could’ve done it?”

“You’d be the bigger expert on your own Semblance,” Bianca shrugged. “I wouldn’t think that was the issue, but I can’t rule it out either.”

“What about your weird visions?”

And just like that, Lilly’s hopes of escaping were ruined by her blabber-mouthed boyfriend. If Bianca had been a faunus, Lilly knew her ears would’ve perked up at that. “Visions? What do you mean?”

“She said she saw some weird stuff at the end.” _Could you make it sound any worse, Smit?_ “Tell her, Lilly.”

“I…I saw something that wasn’t really there. It was only for a moment, but it just looked a little off. Maybe my mind was playing tricks on me.” She didn’t really have a good explanation. Part of her wanted to claim she imagined it, but the more she reflected on the fight, the more confident she felt in what she’d seen. There was no mistaking the hulking form of Yatshuhashi.

“Visual abnormalities, you say?” Bianca flipped through the pages on her clipboard, pausing to read something on a page several deeper before returning to Lilly’s report and jotting things down rapidly. “What exactly did you see? Please, be as specific as you can.”

“Alright,” Lilly dragged out, unsure of why Bianca was suddenly so interested. “It was near the end, when Coco was fighting alone against Emerald. She turned to look over her shoulder, and I thought I saw her teammate, Yatshuhashi, behind her. It was only a brief glance, but something didn’t feel right. It was like he wasn’t really there.” Lilly remembered being able to see through him in that moment, as if the ghost of Yatshuhashi had come to help Coco in battle. Given the giant swordsman was alive and well, she felt safe in dismissing that idea. “Turns out, he had just been defeated on the other side of the arena, so he couldn’t have been there. When she looked back, I didn’t see anything there.”

“Is that all?”

“Ye–” Lilly stopped herself, recalling another detail she hadn’t relayed yet. “Not quite. Afterwards, when Coco was looking for Emerald, I saw her darting between the trees, but it still felt a little weird. She was definitely there, but at the same time, I thought I could see right through her. It didn’t last long, but I couldn’t help feeling something was off.”

“Interesting,” Bianca quietly commented, furiously scribbling details and even flipping the page for more room. “Anything else? Did your connection feel different?”

“Not really. I mean, when she was in the wooded area, I probably didn’t have great line-of-sight, but I’d already connected before that. Never had any issue maintaining a connection like that, though.” Back when she’d first gotten the hang of her Semblance, they’d tried all sorts of variations to discover the limits of her power. As long as she had a solid connection, she could lose line-of-sight and still keep a full link for a while, so it seemed ridiculous to think that had been the cause here.

“And just to be clear, you’ve never affected anyone you’ve been connected with before, have you?”

“Never.” No one even seemed to realize she was using her Semblance on them. She’d always been a passive observer. She’d love the ability to do more, since that would give her an actual combat ability, but years of training hadn’t shown the slightest hint of such abilities. “I’ve connected with dozens of people over the years, but nothing like that’s ever happened before.” Hesitantly, she asked the question that had been weighing on her since the fight. “You don’t think I caused it, do you?”

“I couldn’t say,” Bianca admitted, setting her clipboard aside for a moment, but making sure to put it facedown to block their view. “Let’s try something. Smit, can you stand behind Lilly?” Smit nodded his assent, taking the appointed place. “Outstanding. Now, Lilly, connect with me for a moment. I want to test your Semblance a bit. Make sure there’s no irregularities.”

“Give me a second,” Lilly advised, focusing on Bianca as her Semblance took hold once more. Suddenly, she was staring at herself, with Smit standing attentively behind. “Got it. Now what?” Hearing her own voice through another’s ears always felt a little off-putting. Her voice sounded a little higher than she heard internally. _Sorta like hearing a recording of myself._

“Smit, if you would hold up a few fingers.” Smit raised a hand and extended his fingers as instructed.

“Three. One. Five. Four. Three. Smit, stop changing so fast!” Lilly threw an elbow back, watching with glee as it caught him in the gut. As odd as it was to do that third-person, she’d had plenty of practice. “We good?”

“Not yet,” Bianca answered, standing silently for a few seconds. “Hm. I don’t feel anything. Just like always.” Bianca reached for her clipboard, but stopped as she remembered who was watching. _Rats. Was hoping to catch a glimpse._ “One more test. Smit, if you could step to the side. Perfect. Now, Lilly, try to project a picture of Smit into my mind. Let’s see what happens.”

“I’ll try.” Lilly took a deep breath, trying to figure out what she’d even need to do. _Guess I’ll just wing it._ Lilly tried to imagine Smit standing behind her, just as he’d been moments before. She could clearly picture it. He would be standing a little too straight, goofy grin affixed to his face as he held up a single hand, obscuring it slightly behind her head to mess with her. His eyes would be locked on the back of her head, constantly watching her.

She tried to focus on the image until her head hurt more, but nothing happened. She could imagine it, but no ghostly image slipped into reality. After a solid minute of effort, she finally gave in. “I didn’t see anything. You?”

“Nothing,” Bianca confirmed as Lilly disconnected. “Didn’t feel anything different, either.”

“I’m not really sure how I’d do that even if I could.”

“Fair enough. Wait here a second.” Bianca snatched her clipboard once more and quickly walked over to the only other occupied bed in the room, disappearing behind the curtains as Lilly and Smit waited. Lilly kicked her feet against the metal frame of the bed as they waited, straining to hear the hushed voices across the room. The curtain around her own station cut off her view, so using her Semblance was out. Plus, eavesdropping on medical personnel, especially around another patient, seemed wrong.

Lilly scanned the small area while they waited, noting the various instruments and machines pushed off to the side. The floor shone brightly with a new coat of wax, likely untouched for the most part, as the infirmary didn’t usually see much action. Smit stood impatiently, picking at something caught in his teeth while staring at the polished surface of an empty medical tray.

“This is a waste of time,” Lilly growled. “I’d be better off sleeping this thing off in the room.”

Smit studied her for a moment before trying to calm her back down. “I know, but better safe than sorry. I’m sure they’ll let you go soon. We’ll head straight back to the room afterwards. You can get comfy while I brew some tea, okay?”

The thought did sound nice, but Lilly wanted to hurry up already. The seconds stretched onward as she impatiently wished Bianca would return, finally hearing the steadily growing sound of her walking back in the mostly empty room.

“Sorry about that,” Bianca hastily said as she ducked around the corner into their little enclave. “Had to give my report to Tsune, but she was still busy with the other patient.” Bianca looked over her notes once more, then handed her a small bottle of pills. “These should help with the pain. Take two as needed, but wait about eight hours before taking it again, okay? I’d also recommend resting, but it sounds like you’re already on top of that. As for the actual cause, our best bet right now is mental fatigue.”

“Excuse me?”

“What? I’m guessing you’ve been watching most of the fights and connecting with people every time, right?” Lilly hadn’t seen _all_ the fights, but she’d watched as many as she could. “Even assuming you didn’t use it on anyone else outside the Tournament, that’s still multiple people a day for most of this week. Maybe you just overdid it and caused a migraine. Migraines have been known to affect vision in some circumstances.”

“Yeah, with spots or something, not full-blown hallucinations!” Lilly had done her research and had even had a few that messed with her eyes. Blurriness, spots, and even tunnel vision were pretty common for some people. “You really think they’d cause me to see an entire person so clearly?”

“Honestly, we don’t know.” Bianca set the clipboard aside for a moment, stepping closer to speak as a friend rather than a professional. “Migraines aren’t all that unusual, but who knows what kind of affect one could have on a mental Semblance like yours. It could be that the migraine caused inflammation in whatever part of your brain is used for your Semblance. That could result in all kinds of issues. Without a full brain scan, I can’t even imagine what your brain activity must look like for that to work. Maybe we could schedule some tests later, but I have a feeling that’s not happening today, right?”

“Absolutely not,” Lilly confirmed, stashing the pill bottle in her pocket and rising from the bed. “Anything else?”

“Best I can recommend is to lay off the Semblance for the next twenty-four hours. If it gets any worse, let us know, and we’ll see about running some more thorough tests.” Bianca peeked around the corner, then rushed forward to give Lilly a quick hug. “I hope you feel better, Lilly. If you need, I can let your folks know you need to rest and cancel dinner plans. I’m sure they’ll understand.”

“Thanks, but I think I’ll be okay.” Lilly wasn’t about to give up to some head pain. _I’ll take a quick nap, pop some painkillers later, and be right as rain for dinner._ “By the way, Coco’s team wanted to know if they could get an update. Velvet’s pretty anxious out there.”

“I’ll follow you out and talk to them,” Bianca agreed, guiding them to the exit. “Coco should be fine, but she’s still pretty out of it. Vitals are good, but she took quite a blow. Should be awake any minute.”

“Thanks, Bianca. I really appreciate the help.” _And the update._ She didn’t know CFVY that well, but she’d hate to be in their shoes. Hopefully, an update from Bianca would help calm them down for a bit.

“No problem. Take care of her, Smit.” Bianca waved as she veered off into the waiting room, greeting the remainder of Team CFVY warmly.

“So, that’s the infamous Bianca?” Smit asked as Lilly powerwalked to the elevator, eager to get back to the room at this point. “Huntsmen Medicine, eh? Pretty ambitious.”

“Yeah, well, Bianca was always like that. Besides, not too many people in the medical world with their aura unlocked already.” That might as well be a prerequisite for her field of study. Sure, you could always land a job at one of the academies, but a lot of them were sent out on rescue missions or recoveries in the field. Never a frontline fighter, of course, but they’d still venture out into Grimm territory with other Huntsmen when needed. Most of them had to have some level of combat training.

“Nice girl. I can see why you and Yang like her so much.”

Their conversation petered out as they reach their hall. Lilly wouldn’t normally mind talking with Smit, especially about such a safe topic, but right now, all she wanted to do was dive face first into her bed and relax.

The moment they reached their room, she did just that.

“So glad that’s over with,” Lilly groaned, muffled words slipping through her pillow.

“Don’t you like seeing your friend?” Smit jokingly asked, knowing full well it was the location that she despised.

“Not at work. That took _forever_. I’m so done with infirmaries for the year.”

“Fair enough,” Smit laughed, pulling the curtains closed to block out the extra light. “How you feelin’?”

“I’m getting there,” Lilly answered, rolling over to face Smit. “It still hurts, but other than the brief surges, it’s basically just a dull roar now.” Still worse than a headache, but it was getting there.

“Good. I’ll be back in a few minutes with the tea. You need anything else?”

“I’m fine. Just…kill the lights on your way out.” The light filtering in around the curtains would be enough for him to move around when he got back, but she didn’t really want to deal with the bright lights of their room any longer.

“Got it. Be back soon!” Smit slipped through the door, flipping the lights off on the way to leave Lilly in relative silence. RWBY must’ve sent him temporary access to their room, since she could hear him rummaging around next-door.

 _What an odd day._ Aside from the fight and everything that went with it, the infirmary visit seemed unusual as well. She’d figured they’d ask her a few questions, then send her on her way with a bottle of pills and insistence that she schedule a follow-up for no reason. Instead, Bianca had seemed unusually interested in exactly what she’d seen. _Yeah, it was kinda weird, but it was just a trick of the mind. Or fatigue._ Bianca’s guess seemed to make sense, given how she doubted she could pry herself out of bed right now. They’d had a difficult fight against RWBY, but since then, she’d been up late the last two nights studying for her friends. A lot of her free time was spent strategizing, sometimes alone, but other times with Weiss and Randi. Her sleep schedule had taken a beating as a result.

 _Maybe she’s right. Maybe I need a break._ Lilly figured she’d miss the rest of the fights today, regardless, but maybe she could sleep in tomorrow. The fights wouldn’t start until later, anyways, so she could catch some extra sleep in the morning and still make it in time to watch the finals. She already had two people to cheer for – Pyrrha and Sun, who wasn’t a close friend but would still be better than one of the random fighters from the other schools – but she hoped to see Yang and even Penny make it too.

“I’m back,” Smit quietly announced as he slowly backed through the door, an assortment of dishes arranged around a teapot sitting on a small tray. Lilly stopped herself from pointing out that Blake had offered the tea for her, not both of them. _Guess I’ll buy her a little extra._ Besides, it’d be nice to share with Smit. Sure beat having him watch her sip at it alone. “Wasn’t sure how you like it, so I grabbed some sugar from the common room. Even found a lemon to slice into wedges. Couldn’t find any milk, but I’m not really sure that would work with this kind of tea.”

“It’s fine,” Lilly replied, accepting a mug as Smit set the tray down on top of the short bookshelf. She stirred in a little sugar, raising the mug closer to enjoy the sweet aroma it gave off. Both cups were decorated with a simple flower design, which matched the teapot. _Never realized she had an entire tea set hidden in there._ She’d have to see about setting up some sort of fancy tea party, if only so she could watch Yang try to act proper. _Should provide a good laugh._

“Ruby got matched up with that Funky team from Atlas. Guess we’ll see Yang in the finals.”

“Awesome.” Lilly would have to watch the replay later. Their opponents seemed rather unorthodox, leaving Lilly curious how they’d match up against a technical fighter like Weiss and a brawler like Yang. _Trumpet and glow sticks versus shotgun fists and a rapier. Seems a little unfair._ “Who’s up next?”

“Not sure. Ruby’s fight just ended. Randi said she’ll keep me posted.” Smit read another lengthy message in silence as she sipped some of her tea. The warm liquid felt good on her throat, leaving her to hope it helped her head at least that much. “Sounds like it was a pretty close match. Weiss ended up getting eliminated first, but Yang pulled off the win in the end.”

“Wow. Weiss got knocked out of both fights, then. Doubt Yang will let her live that down.”

The two sipped their teas in silence for a minute as Smit read some news story about the recent matches. Occasionally, he’d summarize some report for her, mostly concerning the fights earlier in the day or projection updates from the eliminations. With the drop in older teams, Pyrrha held a decent lead in the odds, but Mercury had taken a sharp rise after his performance. He’d pulled even with Yang in the latest update.

“Ah. That was good,” Lilly said, returning her empty teacup to the tray once more. If nothing else, the warmth helped relax her a bit, which would help her get to sleep. “Thanks for making the tea.”

“All I did was add some leaves to water, but I’ll take it.” Smit finished his drink in a quick gulp. “Anything else you need?”

“Can’t think of anything,” Lilly shrugged, settling down into her mattress once more. “Figure I’ll just get some sleep. Never been very good at relaxing, but I’ll make it work. Really need the rest.”

“I…might be able to help with that, actually.”

“Really?”

“Sure,” Smit assured her. “Roll over onto your stomach and close your eyes.” Lilly glanced at him questioningly. “Trust me. It’ll help.”

Lilly complied with his demand, pushing her pillows higher to let her head rest on the mattress directly. A quick roll of her neck produced a pair of cracks before she finally settled in, arms at her side.

“That’s better. Now, take some slower breaths.” Once he saw her get into a rhythm, he warned, “Now, try and relax. This may tingle at first, but it should help.”

Lilly wanted to ask what he meant by tingling when his fingers lightly brushed up her right arm, stopping just short of her shoulder before sliding all the way back down to her wrist in one long, fluid motion. Back and forth his fingers trailed, barely making contact as he ghosted across her arm. The first couple traces tingled, like he’d warned, but she soon found herself relaxing under the stroking. _I could get used to this._ She let out a long sigh as she sank deeper into the mattress.

“Mom used to have really bad anxiety and couldn’t sleep. Dad would do this for her every night, but as his hours got longer, he showed me how to help.” Smit kept his voice low and calm, nearly whispering as he continued his repetitive rubbing. “Felt a little weird at first, but seeing her relax was worth it. Sure beat the muscle relaxers they gave her at first. We sometimes used some lavender oil, too. Even without it, though, it seemed to help her relax a bit. Is it helping you any?”

The only answer Smit received was Lilly’s slow, steady breathing. Smit smiled down at her as she slumbered, slowly withdrawing his hand in an effort not to wake her. Honestly, he could’ve kept going for hours. Despite doing the same for his mom countless times, it felt different with Lilly. She clearly enjoyed it, but the simple pleasure he got from helping her was plenty for him.

He hesitated beside her bed, then quickly leaned down, kissing the top of her head as gently as he could. She shifted a little, but soon returned to her peaceful sleep as he carefully picked up the tray and left the room, easing the door closed with a content smile.

/- - - - - - - - - -/

The rest of the Tournament wound up pretty quickly, other than another drawn-out conflict between two upper-year teams from Shade. Randi made a few notes on the final fight as she and Honey rode back to Beacon. Smit had messaged them to meet for dinner, saying Lilly would probably still be asleep. _We’ll grab some food for her, too. No reason to be starving when she wakes up._

Another older team from Beacon had been eliminated, courtesy of Penny, who singlehandedly wiped out the experienced duo as her teammate stood nearby. The odds on her winning had risen sharply, bringing her almost even with Pyrrha herself. Honey seemed inordinately pleased with the outcome.

“Did you see how Penny blasted that one guy with a laser beam?” Honey excitedly asked, shaking Randi’s arm like a small child.

Randi endured Honey’s barrage once more. “That _was_ pretty impressive. Wonder how she does that? Maybe a Semblance of some kind?” She’d originally thought the floating swords were her Semblance, but partway through the match, she’d spied the thin wires connecting each blade to the girl’s backpack. _Perhaps she has some sort of hidden energy device that powers each blade individually. Combined, they could charge up for a larger blast like that._ Getting close enough to damage the battery would be difficult, but cutting the wires might be an option. _Doubt she’d let you do that too many times, though. Would need to look for a chance to get more than one at a time._

Eating in the nearly empty cafeteria felt a little odd, but most of the students had opted for the Festival once more, especially with the discounts some of the stands offered to students. The three of them weren’t completely alone, but the nearest team sat a full four tables away, wrapped up in their own conversations. Randi recognized them as the older team Sun had beaten that morning.

“So Lilly’s okay?” Honey asked Smit…for the third time.

“She’ll be fine,” Smit assured her again. “Just a bad headache. Bianca checked her out and said it was probably just mental fatigue that brought it on. You know how she is.”

“I _told_ her to get some rest last night, but noooo, she had to stay up and do everyone else’s research.” Honey’s pout rivaled Ruby’s in fierceness. In other words, it was as terrifying as a puppy guarding a toy.

“Well, at least she’s finally getting some rest,” Randi offered. “I’ll do some studying for her tonight so she can sleep.”

“You really think you can keep her from helping?”

“No, but I don’t plan on telling her,” Randi answered with a grin. “She’ll get over it.”

“If you say so.” Smit hurriedly finished his food, watching them with a sense of urgency.

“You in a rush or something?” Randi asked, watching the older team depart. Their leader looked pretty miserable, ignoring her team’s attempts to cheer her up. _Must still be sore about losing today._ Bad enough to get knocked out right before the finals, but to lose to some first-year team made it even worse. On top of it all, she’d been the one to fall to Sun, leaving her partner to fight against two opponents alone. _Guess Lilly’s not the only one too hard on herself. Wonder if it’s a leader thing?_

“Lilly’s food is getting cold,” Smit claimed, causing Randi to arch an accusatory eyebrow. Nothing in their meal was particularly warm. Even then, the common room down the hall had a microwave if they really needed it

“Cool your jets, lover boy. We’re almost done.” To prove her point, Randi downed the last of her fries. “I’m sure she can wait a minute, but you can go on ahead if it bothers you that much.”

“It’s fine,” Smit relented. His leg still bounced nervously, but he sat as patiently as he could.

“It’s sweet how much you care about her,” Honey cooed, foregoing the last bite as she pushed her tray back. Randi finished around the same moment, rising slowly as she took both her tray and Honey’s, who nodded in thanks. Smit practically sprang out of his seat, grabbing his own tray and Lilly’s box of food. Honey offered to carry it, but Smit guarded the flimsy container like some prized possession. _Now I’m the one who thinks he’s pathetic._ She knew he just wanted to do whatever he could to help his girlfriend, but Lilly probably wouldn’t care who carried the food. _She already likes you, man. Calm down already._

Smit could’ve won a powerwalking competition with how he zoomed across the courtyard toward the dorms. Randi followed along quickly to indulge him, scanning her surroundings as was her habit. The seven tourists off to the side were too busy snapping photos of the tower to notice them, fixated on the structure and ignoring the tour guide who kept trying to lead them on. Cardin stood next to Dove, watching as Sky and Russel wrestled in the grass, all of them in workout clothes rather than their usual armor. Team NDGO lurked a short distance away, stealing glances at the sweaty boys, who’d likely noticed the attention.

Her eyes trailed up the tall dormitory, scanning the windows for signs of life. Most of the rooms were darkened, including all of them on their floor except the common room at the corner and the lone window connected to the hallway. Their room seemed extra dark, given the curtains drawn tightly across them. _Lilly’s must still be in bed._

Something else caught her eye for a moment. “You guys go on without me. I just remembered something I need to take care of.” Honey eyed her suspiciously, more than familiar with Randi’s secretive ways, but Randi waved her off. “Don’t worry. I’m not going anywhere. I’ll just be a few minutes, okay?”

“If you say so,” Smit answered, too eager to return to their room to question anything. Already, he was moving on, forcing Honey to decide quickly.

“Don’t take too long,” Honey requested, narrowing her eyes in an effort to divine Randi’s purpose. Failing to gain anything, she begrudgingly jogged after Smit once more, leaving Randi alone.

Randi waited a minute to give them a sizable head start, figuring they’d already be on the elevator by now, before heading inside. She took the elevator to the floor below their own, then rounded the corner into the stairwell. Passing their own floor quietly, she tiptoed up to the roof access door, easing it open carefully.

There, sitting near the corner alone, Pyrrha stared off into the distance silently. Randi knew she often came up here to train with Jaune, despite the private training rooms they had access to. She often wondered if she chose the spot for the view, the breeze, or some sentimental reason, but none of that mattered right now.

“This ledge taken?” Randi asked as she approached, careful not to startle the girl given her precarious perch. The fall was smaller than the one in Initiation, so there wasn’t that much danger, but causing her friend to drop several stories probably wasn’t the best way to cheer the girl up.

“Help yourself,” Pyrrha sighed, even as Randi plopped herself down next to the lonely champion. Pyrrha managed a smile for her arrival, but her eyes told a different story. Randi could see the redness and subtle traces of tears, even as she fought back a new round. Pyrrha wiped an arm across her eyes before the dam could burst, turning back to stare out into the distance.

Randi sat quietly for a moment, taking in the scenery in silent support. Screams of joy mingled with the thudding bass of live music from the Festival as bright lights flickered to life in the setting sun. A lazy breeze whisked the turning leaves through the air, dancing alone or in pairs as they fluttered across the sky to the hard ground below. A single bird, pure black in color, sat quietly above the door she’d come through, watching the pair as they sat alone in the calm evening air.

“So, you wanna tell me what’s up?” Randi asked, realizing her friend wasn’t in any hurry to address her own issues.

“It’s nothing,” Pyrrha lied, evident as much in her sadness as the crack of her voice. Randi didn’t fall for it, locking eyes with Pyrrha, who let out a single, bitter bark of laughter. “Okay, I guess it _is_ something, but it’s…personal, I guess.”

“Oh.” Randi tried to think of what could affect Pyrrha so much, especially this quickly. She’d seemed fine all morning. “Trouble in paradise? Need me to knock some sense into Jaune?”

“No!” Pyrrha nearly shouted, blushing slightly at her outburst. “I mean, no. Nothing like that. Jaune…Jaune’s been wonderful. He’s so kind and funny and caring–”

“Which is why you’re up here and not in your room,” Randi hypothesized. “Afraid Jaune might notice?” Pyrrha didn’t answer, confirming it through her own silence. “You don’t have to tell me about it, but I’m always here if you need an ear. Or four.” Randi wiggled her canine ears for emphasis, drawing a short but genuine laugh from her friend.

“Thanks,” Pyrrha said, giving Randi a small grin. Silence overtook them yet again, but Pyrrha seemed lost in thought this time, struggling internally with something.

 _If it’s not Jaune, then that only leaves one other option._ Randi figured it was worth a shot. “Does this have anything to do with your meeting with Ozpin earlier?” Pyrrha stiffened immediately, eyes shooting to her in suspicion. “Jaune told me earlier,” Rand assured her. “Didn’t seem to know what it was about, but I figured it had to be serious if it left you like this.”

Rather than ease Pyrrha’s tension, her struggle only seemed to worsen. Something ate away at her, threatening to burst free, but she held herself back. _What on Remnant did Ozpin say to her? And why have a meeting right before the finals?_ Yang didn’t have anything like that, so it wasn’t something related to the Tournament, she guessed. _Something to do with Pyrrha specifically, then. Something important enough to keep secret from her team._ Randi couldn’t think of any logical topic, so she waited quietly, knowing the only hint she’d get would have to come from Pyrrha.

Whatever the issue, Pyrrha appeared to reach some sort of compromise. “We’re friends, right?” Randi nodded. “A-and…you want what’s best for me, right?”

“Of course I do,” Randi promised, curious as to what Pyrrha was building to. Pyrrha glanced around for a moment, eyes settling on the only other occupant of their rooftop. The large crow let out an angry pair of caws, making Pyrrha hesitate. With a deep breath, she turned away from the noisy bird and looked Randi right in the eye with a serious expression.

“Tell me, Randi. Do you believe in destiny?”


	40. Destiny

“Destiny? You mean like some weird, mystical force that controls our lives?” Randi didn’t much care for that idea, given all the crap she’d been through. The thought that some nebulous, cosmic force had determined every step of her life felt like a copout for those who refused to take responsibility for their choices. _My parents dying wasn’t my fault, but I am who I am because of my own choices. I trained, so I got stronger. I helped Smit, so now he’s my partner._ Some things were out of her control, but much of life relied on individual decisions, both good and bad.

“Not exactly,” Pyrrha hesitated, taking a deep breath before carrying on. “When I think of destiny, I don’t think of a predetermined fate you can’t escape. But rather, some sort of final goal. Something you work towards your entire life.”

“I think we all have potential for greatness,” Randi replied, unsure why the difference between destiny and fate mattered so much. “Whether we reach that potential is up to us.”

Pyrrha rose from her perch, pacing nervously as she went on. “Well, what would you do if something came along that you never expected. Something that had the potential to stand between you and your destiny?”

“Well, it depends on–”

Pyrrha plowed onward, voice rising to a fever pitch. “Or, what if you could suddenly fulfil your destiny in an instant, but at the cost of who you were?”

Randi stopped to consider the conundrum, unsure what sort of situation such a decision would be relevant in. She doubted Pyrrha was sat alone crying because of a hypothetical. _Is she talking about some sort of cheating? Is someone trying to rig the Tournament in her favor?_ There were surely a lot of people betting on the Tournament, but who would cheat for the favorite? The odds wouldn’t make for a huge payout, so the risk of being caught tampering with an international event like this wouldn’t make it worth the effort, especially given the enormous security around the whole thing. Plus, the Pyrrha she knew would never even consider something like that.

“I guess it depends,” Randi tried again, happy to see Pyrrha allow it, even if the normally stalwart warrior looked on the verge of a breakdown. Feeling a little weird looking up at her friend, Randi stood up slowly, dusting her pants off before continuing. “If there’s something between you and your so-called destiny, then it had better be pretty important. Otherwise, it has to go.”

Pyrrha choked at the advice, but seemed resigned to its accuracy. As a tear finally broke free, lazily rolling down her cheek, she struggled to speak with a ragged voice. “T-that’s what I thought.” Her shoulders fell in dejection as she stared at her feet.

“But,” Pyrrha’s eyes, shot back up to Randi, a glimmer of hope longing to break through her reddened eyes as she held her breath in fearful anticipation, “what if you’re wrong?”

“What do you–”

“What if you’re wrong about your destiny?” Randi asked, the question causing Pyrrha to stumble back a step as it crashed into her like a wave upon a weakening wall. “What if what stands in your way is your _real_ destiny? Who’s to say the obvious path is the correct one? Heck, why can’t you have more than one destiny to choose from?” Randi’s cadence increased as her mind whirled with questions. Questions that had Pyrrha’s resolve cracking under their onslaught.

“More than one?” Pyrrha considered thoughtfully, latching on to the idea as she mulled it over. Her eyes darted across the ground as she considered the theory, keeping the train of thought hidden even as Randi could see it picking up speed.

“Sure. Is there only one great thing we can each accomplish? Lilly could become a great Huntress, but I’d bet she’d be just as good in the business world with that brain of hers. Her friend Bianca may someday make a major medical breakthrough, saving countless lives, but couldn’t she have done the same as a Huntress? Is one of their destinies better than the other?” Pyrrha wiped away the fresh tears as her face contorted in deep thought, internally debating the points as she struggled to match them against her own situation. “Who’s to say what destiny is? Does a parent who chooses to provide a loving home not live up to their potential? Is risking your life to save another not good enough? Can you really claim to know the future so readily?”

“But what if it _is_ clear?” Pyrrha threw back. “What if you knew something had to be done, and that _you_ had to do it? What if the cost of doing nothing was too much to bear?” Pyrrha’s burst of energy petered out quickly, leaving her to finish with a voice barely louder than a whisper. “I don’t know if I can do it, but I may not be able to live with myself if I don’t.”

Randi considered her counterpoints for a moment, realizing that whatever the issue, it weighed on Pyrrha far more than a Tournament would. This reeked of some life-changing decision, and Randi was keenly aware that her words could very well change the course of Pyrrha’s life. A moment like this wasn’t to be taken lightly. “Then I guess you’ve already decided,” Randi sighed. “If not chasing that goal is unacceptable to you, then how can you not?”

Pyrrha’s brief glimmer of hope began to fade. Pyrrha straightened with a resolute determination that clashed with the fresh droplets pouring down her cheeks, dripping from her clenched jaw to the unforgiving rooftop. While she seemed to have made up her mind, Pyrrha clearly wasn’t thrilled with all it entailed.

Seeing Pyrrha had reached a decision, Randi turned to walk away. A final thought came to mind, causing her to stop halfway to the door, twisting just enough to see her friend again. “But ask yourself one thing…why you?” Pyrrha never turned, but Randi noticed the way she seemed to freeze. “You say you can’t just do nothing, but why does it have to be _you_? If the weight is too heavy to bear, maybe it’s not meant for your shoulders. Don’t be so quick to believe your name, Invincible Girl.”

Randi recalled Lilly beating a similar message into her own thick skull not long ago after the incident with the Paladin. She’d always thought herself so levelheaded, but as Lilly had been forced to point out, Randi had a serious problem with overconfidence. If something had to be done, she had to be the one to do it. No one else could. Seemed Pyrrha could use a dose of Lilly logic, too. _Maybe I should sic her on Pyrrha. Nah. I’d have to tell her what we’d talked about first._ Pyrrha hadn’t asked her to keep it quiet or anything, but Randi knew this was personal.

“Wait!” Pyrrha shouted, stumbling over herself as she rushed forward, hand reaching out to grasp the last buoy of hope Randi offered. “If someone can have two destinies, can two people share one?”

“I don’t see why not,” Randi shrugged. Given Pyrrha’s definition, she could see multiple people having a common goal. Parents worked together for the good of their children. Huntsmen formed teams to better protect civilians. People even competed for the same goal, even when only one could reach it in the end. _Shoot. She’s only one of eight people vying for the Tournament crown. Wouldn’t say that’s a destiny, but the principle holds the same._ “And either one of them could be capable of achieving it.”

“A shared destiny?” Pyrrha whispered to herself, the breeze carrying her soft words to Randi’s ears.

Randi jerked a little as the crow behind her let out a final squawk, flapping vigorously as it took off before angling deeper into the school grounds. Pyrrha followed its path as the dark bird zeroed in on a destination, rising toward Beacon Tower, which glowed an eerie green in the dimming light of the evening. Even as the noisy bird faded from view, Pyrrha’s eyes remained fixed on the structure, piercing the cool air with unwavering intensity.

“I think we need to speak with Ozpin,” Pyrrha stated, even as both their scrolls sang out in unison.

/- - - - - - - - - -/

“Miss Nikos. Miss Asmer. Thank you both for joining us,” Ozpin greeted them as they stepped off the elevator. “Please, take a seat.” The message they’d received had come directly from the Headmaster himself, asking them both to come by his office. The fact Pyrrha had suggested the same just beforehand hadn’t escaped Randi.

Nor did the presence of Ruby’s uncle, who leaned against a nearby pillar, eyes studying her carefully. Randi knew the look. _He’s sizing me up._ He stared at her like some sort of Grimm, even as he feigned disinterest. Despite his haphazard stance, Randi could spot the subtle tensing in his muscles. The man was on a hair trigger, ready to spring into action at the slightest provocation.

Pyrrha quickly claimed one of the two chairs in front of Ozpin’s desk, nervously adjusting the end of her school skirt, but Randi hesitated. Every instinct screamed of a threat from the unexpected guest. While Pyrrha came unarmed, Randi’s armored pack sat securely against her back. The bladed tip of _Angriff_ peeked over her shoulder, making it obvious she was armed. She hadn’t expected any trouble, but years of traveling in the Mistralian wilderness had engrained certain habits into her. Always expect an ambush. Never present your back to an opponent. And most importantly, always be prepared for a fight.

Qrow cracked his neck lazily, using the action to mask how he turned his body. The small adjustment would make it easier to draw the large blade strapped waist level across his back. Randi couldn’t help how she tensed in response, left foot sliding back for a wider stance to better absorb the impact of an initial attack. The two continued to spiral closer and closer to bloodshed as Qrow crossed his arms – a seemingly lackadaisical move that brought his left hand closer to the hilt of his weapon while obscuring the view slightly with his right arm. Their dance continued step by step, each unwilling to stand down unless the other did so first. Randi doubted she’d last against such a seasoned Huntsman, but she figured she could retreat defensively to the windows and jump to safety. The fall would be tricky, given their height, but _Angriff_ might be able to slow her descent. She just hoped her aggressor didn’t follow.

“Qrow,” Ozpin said, causing both of them to pause and look to the Headmaster. Even so, neither let their guard down, keeping the other in sight. “Would you mind pouring our guests some tea?” Ozpin nodded to a small tea set for emphasis…one that sat only a few feet away on his desk. His sharp eyes stared down the dangerous man, conveying a silent message to relax.

Begrudgingly, Qrow kicked off his pillar and obeyed the request, filling a pair of mugs before setting them in front of Pyrrha and the still-empty spot beside her. Randi hated the thought of sitting with the still-present threat looming so close, but Qrow took the hint and backed away, standing well behind Ozpin as he typed something into his scroll, then stuffed it – and his hands – into his pockets. Drawing like that would be difficult, giving Randi more than enough time to react if needed, even from a disadvantaged position.

“Thank you both for coming on such short notice.” Ozpin smiled calmly as Randi finally took her seat. She quickly tailored the offered beverage to her liking and took a short sip, using the action to signal her willingness to back down from the building tension. Qrow smirked at what he likely considered a small victory, while Ozpin nodded subtly in gratitude to her. Pyrrha focused on her own drink and failed to notice the atmosphere, too deep in thought to bother with her surroundings. _Or maybe she just trusts them both enough to let her guard down like that._ Her friend’s lack of hesitation around the older pair helped relax her further, figuring Pyrrha wouldn’t have lured her here for any nefarious purpose.

“Actually, Pyrrha said we needed to speak with you before we got your message,” Randi corrected, watching the older man closely for any subtle signs or information.

Ozpin took a slow sip from his usual mug – some sort of unusually rich coffee, judging by the heady aroma that Randi’s nose detected. His poker face proved durable, not even showing a hint of surprise at the detail. “What an odd coincidence.” Ozpin angled himself to address Randi directly, mostly ignoring the pondering Pyrrha beside her. “And what exactly would cause two students to seek me out at so late an hour?”

“With all due respect, sir, I think you know more than I do. After all, you summoned us here.” Randi could imagine Lilly tearing her hair out at the idea of her sparring verbally with Ozpin, but she still felt in the dark about whatever was going on. Pyrrha’s questions had her mind racing before, but having the Headmaster summon them so quickly proved the chat far from hypothetical. Whatever Pyrrha was struggling with concerned the Headmaster and Ruby’s uncle, at the very least. She rather doubted the two were in some sort of secret relationship.

“Well, let’s just say a little birdie suggested we talk.” Randi knew the Headmaster had cameras installed around the school, but she hadn’t noticed any on their roof. The nearest one would’ve been in the stairwell, just beyond the roof access door, but it didn’t appear to have any sort of microphone. Ozpin’s self-satisfied grin had Randi considering his words more carefully. Her eyes slowly shifted over to the half-drunk Huntsman in the background.

On a whim, she asked, “A little birdie…or a big one?” Ozpin remained unfazed, but the way Qrow stiffened proved her theory for her. _That bird did seem a little odd, but does that mean Qrow can turn into a…well, a crow?_

The absurdity of his name aside, such a power seemed ridiculous…but not impossible. Randi could basically slow time. Lilly bordered on telepathic. Honey altered her body. So why couldn’t someone turn into a bird? On its face, such a Semblance seemed kind of stupid, but Randi could see some benefits. Spying. Infiltration. Quick, discreet transport. Depending on how quick he could change, there might even be possibility for sneak attacks. He could fly above an unwitting opponent, literally getting the drop on them. _Wonder if Grimm can detect him in bird form?_ Grimm basically ignored animals, but he was still human. _Does it also mask his emotions in that form, like a passive version of Ren’s Semblance?_ A mindless Grimm might still lash out if they could sense him, but other than things like Nevermore and Gryphons, he could avoid them all anyways.

Randi put a pin in that line of thinking, figuring it didn’t matter that much right now. She could always ponder it later. Instead she focused on Ozpin, knowing she’d need her full attention if she hoped to figure out what was really going on. Randi doubted the Headmaster would accidentally give much away, especially after she called him out on the bird thing, so she decided to take inspiration from Smit.

“So...what exactly is going on?” Randi asked, plowing headfirst into the subject. She’d considered acting like she knew at least _some_ details in the hope he’d let something slip, but if Qrow had really been listening the entire time, then he’d be able to call her bluff easily. “Pyrrha didn’t give me much to go on, but whatever you wanted to talk to us about is eating at her. I’m not about to stand by and let my friend suffer alone like that.”

“The wolf has claws,” Qrow managed after a quick drink, letting out a sound somewhere between a gurgle and a giggle. The Headmaster largely ignored his display.

“While your concern is admirable, the matter is a little…sensitive,” Ozpin admitted, even if Randi had gathered as much from Pyrrha’s evasiveness. “Miss Nikos has been offered a unique opportunity, but it is entirely up to her whether or not to accept.”

“From what she told me, I doubt she feels she can refuse.” Randi appreciated the thought of Pyrrha having a choice, but Ozpin had clearly biased the girl against refusal. “She also seemed to think this _opportunity_ came with a heavy price.”

“Seems she’s been sharing a lot lately,” Qrow snarked, staring down Pyrrha.

The young champion shrank under his gaze for a moment, before steeling herself as she finally spoke up. “I–” Pyrrha choked on her own voice, coughing to clear her throat. “I didn’t tell her anything specific. I just…I needed some advice.”

“And instead of coming to one of _us_ ,” Qrow responded in a biting tone, “you ran off to find your little friend. I told ya, Oz. She’s not ready for this.” Qrow glanced to Randi once more. “None of them are.”

“Qrow, please.” Qrow huffed, clearly upset with how things were unfolding, but relented to Ozpin’s request. “Regardless, he does have a point, Miss Nikos. My door is always open to you. Failing that, I’m sure Glynda would be more than happy to help.” _So Goodwitch is in on this too? Figured as much. Wonder who else is in this secret club of theirs._ The inclusion of Miss Goodwitch helped a little, as Randi never had reason to doubt the stern woman’s care for her charges. Ozpin claimed the same, but Randi got the feeling he was too focused on the big picture.

Qrow…well, he just sounded like a jerk.

“I know,” Pyrrha resigned, shrinking a little in embarrassment. “But Randi really did help. In fact, she gave me an idea.”

“Is that so?” Ozpin asked, suddenly intrigued as he steepled his fingers, waiting patiently for Pyrrha to elaborate.

“Y-yes sir. I know you chose me specifically, but what if I refuse?” Pyrrha suddenly became more determined, locking eyes with the Headmaster as her voice rose. “What if Qrow’s right? What if I’m not ready? What if I’m _never_ ready?”

“Are you saying you’ve made your decision?” Ozpin waited a second, but Pyrrha gave no answer, unwilling to abandon her apparent destiny so easily. “I would never force something like this on anyone, especially not one of my students. While I fully believe you are the best candidate for this opportunity, if you feel it is too much, the burden will be passed to someone else.” Pyrrha’s confidence fled at Ozpin’s mention of the situation’s gravitas. While he still claimed she had a choice, it was clear that he was set on her accepting. He played on her sense of duty, subtly guiding her to his side by changing the choice from a yes-or-no to a decision on who would accept. Knowing Pyrrha, the idea of passing such a heavy load to another would be a difficult choice. Maybe _too_ difficult. She’d accept – not because she wanted to, but simply to make sure no one else had to face the same choice.

“Someone like me?” Randi offered, if only to relieve her friend for a moment. She still didn’t know what was on the table, but it made sense that Ozpin already had other names in mind as backups. _He clearly wants someone from Beacon. After Pyrrha, Yang and I are both pretty strong. Maybe Nora. That Coco girl is no pushover either. Then again, there must be some strong fighters in the upper years._ Given Ozpin’s position and their initial choice of Pyrrha, Randi had to assume they needed someone skilled. There must be other requirements, though, since he hadn’t selected an experienced Huntsman like Qrow. _A gender requirement?_ That didn’t make sense, given Goodwitch’s incredible abilities. _Maybe it’s an age thing._ That tracked better. If age and skill were the only factors, then Randi felt confident that she’d be close to Pyrrha on their list.

“Admittedly, yes, you are one of the ones we’ve considered should Miss Nikos refuse.” Again, Ozpin emphasized the last word subtly. _Decline would be a better term, but that carries less weight. He’s pressuring her still. Making it seem like she’s neglecting her duty, rather than turning down some opportunity._

“Then why wait?” Randi quickly followed up. “Whatever this _opportunity_ is, you clearly want…no, you _need_ a decision soon, right?” Ozpin didn’t disagree. “Well then, if Pyrrha has doubts, wouldn’t it be best to have a fallback plan in place? Wouldn’t knowing someone else is willing alleviate some of the pressure on both of you?”

“Look who’s thinking ahead,” Qrow chuckled, taking another swig from his small flask. Randi doubted he kept water in there. “It’s not always that easy, wolfie.”

“Qrow is right. This is not something we wish to broadcast to all of Remnant. In fact,” Ozpin’s grin vanished as he fixed his eyes on Randi, “the only reason we have told you _this_ much is due to Miss Nikos involving you in the first place. I trust you can keep this to yourself, Miss Asmer, as well as anything else we’ve discussed this evening.” _So Qrow’s Semblance is a secret. I wonder if even Ruby knows?_ Ozpin didn’t exactly say what the consequences of exposing such things would be, but the threat remained. Randi doubted they’d arrange an accident for her, but she could easily find herself removed from Beacon.

“Of course,” Randi nodded, readily agreeing to keep yet another secret, even one she didn’t actually know anything about. “But you’ve already told me more than you’d like. Why not tell me the rest?”

“You don’t know what you’re asking,” Ozpin replied cautiously.

“No, I don’t,” Randi immediately agreed, “but you’re better off telling me the rest than leaving me only partially in the dark.” Ozpin considered her for a moment, showing that she had at least found a chink in his armor. “Besides, you wouldn’t want Pyrrha taking this decision lightly. If I know what she’s facing, maybe I can help her make up her mind. Otherwise, my advice could point her in the wrong direction. By the sounds of things, she wouldn’t be the only one affected by this decision.”

The room fell into silence as Ozpin thought it over, the only sound being the steady thrumming of the clock mechanisms that surrounded the odd office. His eyes focused in on Pyrrha for a moment as he internally debated the idea, searching his chosen candidate for any sign of a decision.

“She’s not wrong,” Qrow chuckled, breaking the oppressive quiet at last. “Got a pretty good head on her shoulders, too. This kid’s growing on me, Oz.” Considering he’d been preparing to attack her only minutes ago, Randi figured she could only improve. He glanced at his scroll as the screen lit up. “Goodwitch seems to agree. Says they’ll be here in a moment.”

With a resigned sigh, Ozpin accepted her rationale. “Very well, Miss Asmer, but understand that merely knowing comes with its own weight. There are those who would seek to take what we offer by force. Should Miss Nikos accept, she may someday require your help. The same is true in reverse. By simply being aware of this matter, you will be binding yourself together – a shield to the other that must never fail. In doing so, you not only set yourself on this path, but possibly your team as well.”

That idea frightened Randi more than she cared to admit. Lilly had grand designs for their team. They were meant to travel Remnant together, overcoming anything in their path to become the stuff of legends as they stood between the downtrodden and the Grimm. Every day would be a new adventure in some strange, exotic land. Team LHSR would become the hope of the hopeless, striking fear in the Grimm themselves. It all sounded like some crazy dream, but one that was worth chasing.

Could she really give it all up so readily? Whatever this was, Randi doubted Ozpin would just let them wander off into the open. They’d stand together, but they’d likely be on a short leash, tied forever to Beacon under the watchful eye of Ozpin’s clandestine cabal. Maybe in time they’d prove capable to venture forth. Rather than wandering adventurers, Randi would force them into the role of bodyguards, painting a target on each of them in the process.

What if she couldn’t tell anyone the truth? What if she could never explain to her team? Would Lilly abandon her dream to stay with them? If not, Randi could very well lose her team as a result. They’d pursue their dreams without her, leaving her alone again…just like she’d always been. Even after less than a year together, Randi found herself hopelessly attached to her team. Her _family_. She’d already lost one before. Could she really give up her second chance at happiness?

 _But then, a family would stick by me no matter what, wouldn’t they?_ Surely Lilly wouldn’t let them fall apart like that. She may not agree, but they’d stand by her in the end, right?

What if they didn’t? If it came down to it, could she abandon Pyrrha to suffer alone, just so she could chase her own dreams? Could she walk out of the room right now, leaving Pyrrha to an unknown fate, all because she might have to make her own sacrifice? _What kind of friend does that make me?_ Not a very good one, that was for certain.

Randi looked at Pyrrha, seeing a strange mix of fear, hope, and sorrow that didn’t belong there. _Would I even deserve to be happy if I left her here?_ She talked about defending those in need. Well, at the moment, Pyrrha needed her most. She could be the hope of the hopeless here and now. Maybe Lilly would understand, but if not, then Randi would do her job and let them go.

 _If someone must suffer, let it be me._ After all, she had the most experience.

“I’ll do it,” Randi stated, barely rising above a whisper in spite of herself.

“Are you s–”

“I’m sure,” Randi answered before Ozpin could finish. Pyrrha spoke so highly of destiny. Maybe this was hers. She’d either help Pyrrha bear this burden, or she’d shoulder it herself, whatever the cost. Her friends would understand. If not, she’d let them go, just like she’d always done. In the end, she’d stand tall, confident that she’d done the right thing.

Even if that meant standing alone.

Pyrrha spared her a smile, reaching out to squeeze Randi’s hand. The tears fell freely once more, but this time accompanied by a trembling smile. In that moment, Randi knew she’d done the right thing. Whatever they faced, she’d make sure Pyrrha always had someone there for her.

The elevator dinged behind them, signaling the arrival of Goodwitch. Randi felt she should’ve been more surprised by Ironwood’s arrival, but it made sense in a way. She had to wonder if the other Headmasters were counted among their group, but ignored the thought as she turned to face Ozpin once more.

“Tell me, Miss Asmer…what is your favorite fairytale?”

/- - - - - - - - - -/

Randi and Pyrrha sat alone once more in the cold night air, having reclaimed their rooftop. Unlike before, no nosey bird lingered behind them, leaving the solemn pair in silence as they stared out at the bright lights of Vale. Neon signs flashed brightly, beckoning to those that eschewed sleep at this late hour. The occasional pair of headlights blinked between buildings. At one point, the distant wail of a siren cut through the air, even as traces of blue and red light grew down one street, only to be swallowed by the city once more. Life carried on as it always had.

Except on their rooftop. Here, time seemed to stand still, and not because of Randi’s Semblance.

“I still can’t believe magic is real,” Pyrrha muttered to herself. Everything Ozpin had showed them, Pyrrha had already seen, but that didn’t make it any easier.

“ _That’s_ the part you’re stuck on?” Randi questioned in disbelief. “We’re basically in a school for children with force fields and super powers, and you can’t believe in magic?” Plus, there was Goodwitch, who may as well live up to her name with the strange powers she possessed. Ruby claimed she’d seen Goodwitch create a sudden storm, rain down jagged spikes of ice, and even craft a massive, flexible spear from chunks of masonry back before school started. Semblances might as well be considered magic, given how they tended to defy the laws of science.

“Not _just_ that part,” Pyrrha laughed, lacking any real mirth as she did. “It’s…well, it’s a lot to take in.”

“Tell me about it,” Randi grunted, neither of them knowing what to say as the oppressive night overtook their conversation once more. First, Ozpin claimed that the story of the four maidens was true, then led them down to some secret vault where they were keeping one of said maidens alive after someone managed to steal half her power. _And how exactly do you steal something like that?_ They’d clearly given up on the poor girl – Amber, as Randi recalled – and were only keeping her alive to guard her remaining power. The young woman was nothing more than temporary storage now as the Headmaster tried to find someone to drain her life-force into.

Ozpin seemed to know a lot about the normal process for inheriting the maiden’s powers. How they figured out that the power transferred to the last young female the previous maiden thought of made no sense. _Not like they could ask the maiden after she died._ How many maidens had fallen for them to figure out the pattern? Had some unstable individual somehow captured maidens and experimented on them at some point? Randi could even imagine a maiden growing old and killing herself, if only so she could ensure the power passed to a chosen vessel in a controlled environment. Would the same be expected of one of them someday? Even if Randi survived the ordeal, would she someday wake up in a similar tube, waiting for the next maiden to be chosen so they could cram her aura – her _soul_ – into another.

And what a terrifying thought _that_ was. Randi didn’t know much about souls, or whatever you wanted to call it, but they claimed aura was linked to it somehow. If your soul was who you really were, then what did that mean for Amber? If they drained what was left of her soul into one of them, would they consume it? Would Amber just cease to be? Would her soul fight to overpower them, wresting control to live on through their body at the expense of the current host? Or would the two merge into some new entity – a combination that was neither her nor them, yet both at once? Suddenly, Blake’s favorite novel seemed a little too fitting.

On top of all that, did the soul carry memories with it? Would they gain all the knowledge of the previous maiden, leaving them to wonder which life was really theirs? Such a gain would no doubt help in mastering the amazing powers that came with it. Randi had asked so many questions, but quickly came to a startling conclusion.

 _They just don’t know._ They didn’t know if the machine would work properly – a small mercy, really, since that meant Atlas hadn’t been experimenting on stealing people’s souls. They didn’t know what would happen with only part of the maiden’s power left. They couldn’t tell her who had the rest, how they stole it, or even whether she’d be the same person afterwards. Pyrrha’s struggle with the decision made a lot more sense now, given the limited information and what was at stake.

On the one hand, Ozpin made it sound like the very fate of Remnant could hang in the balance. Failure could lead to countless deaths. Worse, someone was out there right now with some of that power, and Randi wasn’t naïve enough to think they wouldn’t come looking for the rest of it. Accepting the burden, however, carried its own frightening possibilities. They’d live with a target forever painted on their back, but Randi wasn’t too concerned there. Their line of work came with plenty of enemies. The real issue was that they might very well lose themselves in the process. If the transfer somehow changed them, would they even remember their current life? Would their team become strangers to their eyes?

Pyrrha had spent her entire life longing for what she had now. Close friends who saw her not as a championship fighter, but as a person. A dorky guy that thought the world of her, whom she’d just started dating and seemed genuinely thrilled to be around. For the first time ever, Pyrrha was truly happy. What Ozpin asked of her could very well end all of that in an instant.

 _In that case, why not me?_ Randi was no stranger to loss. Her parents. Her home. Her comfort and safety. All had been cruelly ripped away from her. The moment she gained something in life, fate seemed determined to take it back. Randi acted like she’d gotten over it all, but the truth was, she’d merely become numb to the pain over time. After a while, you learned to accept that the pain was part of life and gave up on ever changing that.

For that very reason, she’d feared getting close to her team at first, always keeping them at an arm’s length. She’d kept things strictly professional, helping her team purely out of duty as a teammate. That way, if she never let them get too close, it wouldn’t hurt as much when she lost them.

Problem was, she hadn’t kept them there. Honey wormed her way into Randi’s heart…and then, nothing happened. Tentatively, she’d opened up to her team little by little, always expecting fate to come crashing down on her again to destroy what little happiness she’d built for herself. Instead, she had a trio of close friends now that meant more to her than anything on Remnant. That had grown to include JNPR in time, mostly thanks to Pyrrha’s efforts and Nora’s insistence. Surprisingly, Lilly and Honey had brought her friend count even higher by pulling RWBY into the mix, leaving her surrounded by the love she’d given up hope of years ago.

And just as she’d finally relaxed, accepting that she’d finally earned some modicum of joy in her otherwise depressing life, fate came crashing in once more to threaten it. Worse, it had presented her a choice this time, but both came with a price.

Did she let her friend take the fall, possibly robbing Pyrrha of everything she’d ever wanted, all so Randi could cling to her own happiness? Did suffering loss make her more entitled to gain? Could she really face herself in the mirror each morning, knowing she’d allowed it to happen? Or did she relieve her friend of that burden, sacrificing herself in the process? A noble hero ‘til the end.

_Funny thing about heroes…they don’t always live happily ever after._

The risk such a choice carried proved more than Randi could’ve imagined. It might work fine, giving them the remaining power and preventing Amber’s attacker from getting the rest, while letting them resume their studies at Beacon with their team. No one would even know. Ozpin and Goodwitch had promised to arrange extra training sessions to master the powers, and Qrow would be around to keep an eye on things. They’d be forced to stay near Beacon, meaning missions would be a little weird. If Randi accepted, she didn’t really have anywhere to go, anyways, although visiting Lilly on Patch would be fine, given the proximity and Qrow’s easy excuse to be nearby thanks to his nieces.

Unfortunately, none of that was guaranteed. The process could just as easily result in Amber’s soul clamoring for control. Ozpin assured them that seemed unlikely, but even he couldn’t fully discount the possibility. Such an outcome would be worse than death. They’d simply cease to exist, leaving their body to another, who’d have no connection to their family or friends. How painful would it be for Pyrrha to consider? Jaune wouldn’t even know she was gone, but they doubted Amber would immediately fall for the boy. He’d lose his relationship in an instant without ever knowing why. Conversely, if Randi took it, Team LHSR could lose their reliable faunus member. Amber might be convinced to play along as her, but it wouldn’t be the same. Honey would lose her closest friend. There’d be no sarcastic sniping with Smit. Even Lilly would struggle without her around to bounce ideas off of. She’d be gone forever, and her team wouldn’t even realize.

“So what do we do?” Pyrrha asked hesitantly. The same question ate at Randi. “Ozpin needs a decision soon, but do either one of us really _want_ it?”

If only things were that easy. Randi was certain Pyrrha would be more than happy to step aside and let Randi become the maiden – _or half-maiden, I guess_ – whereas Randi wouldn’t hold Pyrrha back if she wanted to take it. “I…I’m not sure. I mean, I’m not thrilled with the idea, but one of us has to.”

“Do we, though? Does it have to be one of _us_?” Only hours ago, Pyrrha had assumed it had to be her. Randi had provided an alternative, so Pyrrha must’ve figured the same could still hold true.

“Yes, it does,” Randi answered, more resigned than determined. “I know it’s tough, but if we refuse, they’ll just pick another. I can barely imagine letting you go through with it. Could we really push this on someone else?” Pyrrha’s shoulders fell as she realized the simple point Randi was making. “Who would be next? Would Ruby lose Yang? Could you bear to watch Nora be torn from Ren?”

“It doesn’t have to be one of them,” Pyrrha tried.

“No matter who they ask, someone will have to face the same choice.” Everyone had something they couldn’t afford to lose. Family. Loved ones. Teammates. Randi doubted there was a single person on Remnant who could make the choice easily. “Besides, you heard Ozpin. We’re pretty much on the hook now just by knowing. Do we really want to drag anyone else into this?” More teams anchored to Beacon, meaning less Huntsmen out protecting the innocent. Every person they involved could come at the price of entire villages. Plus, Ozpin already seemed uneasy about including Randi. She couldn’t say with any confidence that he’d extend it any further. _Loose lips sink ships, after all._

“Then what do we do?” The normally indomitable Pyrrha shook under the weight of what was to come. The pressure threatened to crush Randi as well, but she did her best to bear it, if only to ease Pyrrha’s concerns.

“We’ve got a couple days, still,” Randi reminded the redhead. Ozpin had pushed for an answer by the end of the Tournament, but Randi had convinced him to extend that to Sunday. It didn’t buy them a lot of extra time, but every moment counted, as they could very well be the last for one of them. “We’ve got a lot of thinking to do…both of us. But for now,” Randi nodded her head to the door leading down to their teams, who would be in the middle of their party by now, “I’m gonna spend the evening with those I care about most.”

If tonight was to be one of her last on Remnant, she’d rather be surrounded by those she loved. The worry could wait a few hours. Right now, all she wanted was to hold her team close.

“C’mon, Pyrrha. Our teams are celebrating downstairs. I don’t know about you, but I think a crazy party is just what we need right now.” Pyrrha hesitated for a moment, so Randi hooked her arm, practically dragging the girl away from the ledge. “No worrying about it tonight, okay? We’ll talk more tomorrow, but for now, just focus on what makes you happy.”

Pyrrha relaxed a tiny bit as she considered the idea, even as Randi led her into the stairwell. The weight was still there, but Randi figured their teams could help them forget for at least a little while. Pyrrha clearly needed the distraction. Randi would have to pull the others aside and get them to keep Pyrrha occupied until her match tomorrow. She knew if she refused, Pyrrha would rush to accept, meaning it all came down to whatever Randi decided. As soon as the Tournament ended, she’d make her decision.

 _Don’t worry, Pyrrha_ , Randi silently assured her friend with a smile she didn’t really feel. Part of her knew what lay ahead, even if she refused to admit it to herself. _You won’t have to worry about it much longer._

/- - - - - - - - - -/

“Pyrrha! Randi! We’re in here!” Smit called out as the two slowly walked past the common room.

“Oh…hey, Smit.” Randi replied, looking a little out of it. “I thought the party was in Ruby’s room.”

“That was the plan, but Lilly’s still asleep. Didn’t even wake up when we came back with food.”

“Yeah,” Honey agreed, peeling away from Ruby, who cheered on her sister as Yang and Nora arm-wrestled on one of the tables nearby. “We tried poking her, but she just rolled over and went back to sleep. Pretty sure she drooled on her pillow.”

Smit chuckled at Honey’s excitement, even as the small girl bounced in place. Honey on a sugar-high was pretty fun to watch. Weiss had sprung for a cake this time around, while Nora handled the punch. In hindsight, letting the girl who downed multiple jars of sap during their trip to Forever Fall control the punchbowl alone had been a bad idea. _I’m no expert, but I’m pretty sure a whole bag of sugar was overkill._ He’d gotten chills from the small amount he tried, but Honey was well into her third cup already. Only Nora drank more of the sickly sweet concoction, having brought her own, extra-large cup for the occasion, which she downed repeatedly. Coupled with the multiple slices of cake the two had put away, Smit half-expected them to collapse the moment the sugar rush wore off.

With the sudden change in location, they’d not had much chance to decorate. The bigger space, however, proved much better, allowing them to spread out a bit. Smit had been on his way back to watch the clash of the titans alongside Honey. Ruby had challenged Weiss originally, likely at the urging of a certain sibling. Everyone had been shocked when Weiss agreed, but Ruby’s insistence that they not use Semblances – including gravity-manipulating glyphs – had the proud girl backtracking. Luckily for her, Nora got impatient and demanded they skip the opening fight and move on to the main event.

“Anyways, I figured we’d move the party so we didn’t disturb her. Juniper’s room was pretty cramped, so we came down here instead. Plus, Nora kept insisting we stay out. Didn’t want us to see the ‘Big Board’ as she called it.” Smit had to assume Nora was worried Yang might spy on their plans for the finals, but found himself curious as to whether there was, in fact, a giant board detailing all their strategies. “You know anything about that, Pyrrha?”

“Huh? What?” Pyrrha jerked as if waking up suddenly, despite having just walked in. “Maybe?”

“Maybe?” Smit echoed, confused by exactly what that could mean. “You okay there? You look kinda lost.” He glanced to Randi for help, but saw a similar expression hidden behind a feigned smile. “In fact, you both do. What you two been up to? Nothing _too_ scandalous, I hope.”

Normally, that would be Randi’s cue to fire back some equally snarky comment, either running with the joke to mess with Pyrrha or turning it around on him somehow. Instead, Randi’s answer fell a little flat. “Pyrrha and I were just talking.”

“You sure?” Smit questioned, feeling a little worried for his partner. Lowering his voice so the others wouldn’t hear over their own celebrations, he pushed a little. “You don’t have to stay, if you’re not feeling great. If you’d rather go lay down, I can cover for you.” _First Lilly goes down, now Randi. Maybe they both just need some rest._ Randi had stayed up most nights with Lilly, helping with planning for the other teams, so neither had slept much that week. _Guess even Randi has her limits._

“No!” Randi shot the idea down a little too quick. “I mean, no. It’s been an…interesting evening.” Randi looked to Pyrrha for a moment, who seemed to be taking in the scene with a small smile, like a mother watching her children at play. “I think a night with our team is just what we need, right Pyrrha?”

“Yeah. Just what we need…” Pyrrha mumbled to herself, scanning the room before locking onto the far corner. “Excuse me,” Pyrrha said as she pushed between him and Honey, striding through with newfound purpose.

“Alrighty, then.” The two were acting really weird still, but Smit figured if it would help, he’d run with it. “In that case, we’re all yours for the evening. Whatcha wanna do?”

“Anything,” Randi answered, eyes hungrily taking in the entire room before leading them over to the cake table and claiming a particularly large slice. She downed an entire cup of punch in one go, filling it nearly to the brim again before leading them to a small, empty table near the ongoing struggle between the two loudest members of their posse. Setting her snack down, she pulled them both in for a sudden hug, holding on longer than Smit thought necessary before letting go with a satisfied smile. “We haven’t really talked in a while. How are things with you and Lilly? You kissed her back yet?” Honey gasped excitedly, hearing of Lilly’s quick peck for the first time, but Randi ignored it. “What about you, Honey? Any guys catch your eye? I want to hear everything.”

“Okaaay…” Smit had never seen Randi this animated before, half-expecting the usually reserved girl to start laughing at her strange joke. Instead, Randi sat quietly, watching them as her tail gained speed and her ears perked up, eagerly waiting for them to talk. “First of all, thanks for spillin’ the beans.” Lilly would be furious that Honey found out, especially when Honey inevitably started pestering her for details. “It was just a quick peck on the cheek. Nothing more.” Best to nip that in the bud before Honey concocted some wild story of her own. “And frankly, what we do in private is none of your business.”

“Fine. What about you, Honey? Anything new and exciting in your life?” Watching Randi try to drag details out of them, Smit realized what seemed so odd. Randi wasn’t excited – she was desperate. Rather than sitting up straight like normal, she was leaning forward, hanging on every word as if she _needed_ to hear them. _What on Remnant did those two talk about? You’d think they were worried we were gonna ditch them or something._ Such a thought was almost laughable. Smit hadn’t worked this hard for a team just to lose it. He’d do anything to keep Lilly around, preferably as more than a friend. Even though he hung out with Mercury a lot, he still saw Randi as his best friend – not including Lilly, of course. And Honey was like the little sister he’d never had.

“Not much,” Honey shrugged, before brightening suddenly as some detail came to mind. “Oh, wait! Mom’s gonna come visit next week, though! I can’t wait to introduce you guys to her!”

“Fantastic!” Randi responded, genuinely thrilled at the prospect. “I can’t wait to meet her. You have to tell me all about her.”

“Now?”

“Sure, I’ve got time,” Randi smiled, inhaling the last of her cake and chasing it down with another mouthful of Nora’s sugary punch. Before Honey could start, though, Randi suddenly stopped her, pointing past them both as her other hand held up her scroll. “Hold on a sec. You don’t wanna miss this.”

Smit couldn’t help but follow Randi’s advice – and her finger – curious as to what could be so interesting. Ren and Jaune sat on a couch against the far wall, carrying on some muted conversation amidst the chaos of the joint party. Ren must’ve seen Pyrrha’s approach, but aside from a small grin, he didn’t give anything away. Jaune was in the middle of explaining something when his train of thought derailed violently, likely leaving no survivors as Pyrrha sat down on his lap, grabbed his face in both hands, and crashed their lips together.


	41. Finals

Lilly rolled over slowly, her eyes refusing to open as she stretched, earning a satisfying pop from her neck. Slowly, her arms extended upwards, each echoing her neck in relief before collapsing back onto the mattress once more. She let out a short groan of delight, curling and uncurling her toes before turning her full attention to her rebellious eyelids. _C’mon. We’ve had a nice nap, but we need to get up and get ready for the party._ When they failed to yield, she offered a compromise. _Look, we’ll just stay for a little bit, then come back to bed, okay? An hour or two tops._ Reluctantly, her eyes agreed, slowly peeling themselves open.

“Good morning, sleepyhead,” Honey hummed gleefully as she watched from her own bed.

“Morning?” Lilly questioned. “What do you mean, morning? It’s still dark.” A small amount of light lit the room from behind her somewhere.

“Try again,” Honey grinned, nodding to someone beyond Lilly.

Lilly turned to see who lurked behind her…just in time to watch Randi yank the curtains open. “Gah!” Sunlight assaulted Lilly’s face, causing her to lurch away defensively. She suddenly recalled where she was, just as gravity took hold. Her shoulder struck the floor hard, leaving Lilly to wince more out of frustration than any actual pain.

Last semester, Honey would’ve been stammering apologies and checking whether Lilly was okay. Now, the small girl just laughed at her fallen leader.

“Real funny, guys,” she grumbled at her uncaring teammates, wriggling free of her tangled bedsheets. “What time is it?”

“Almost seven,” Randi answered, tossing Lilly her scroll for proof. Sure enough, her scroll showed the time as only five minutes ‘til. _That can’t be right! That means I’ve been asleep for…SEVENTEEN HOURS?!?_

“We came back before the party to bring you dinner,” Honey reported, “but couldn’t wake you. I even poked you in the face a few times. Figured you could use the sleep.”

“Thanks, I guess.” Lilly could vaguely remember coming back to the room in the afternoon after the trip to the infirmary. Smit had brought her some tea and then… _Dad can never know!_ They hadn’t done anything bad, but the image of a boy sitting on her bed, running his hands across her as she fell asleep seemed a little more intimate than she’d care to admit. She could only hope he hadn’t told anyone. Lilly doubted her teammates would let something like that slide without a copious amount of teasing.

“You feelin’ any better?” Randi asked, even as Lilly checked her scroll for messages. Mom had sent her a quick one telling her to feel better soon, but that was it. _Bianca must’ve filled them in for me._ She’d need to make up the missed dinner with them, but they weren’t leaving until Monday morning, so she still had plenty of time.

“I feel _great_!” Lilly basically grunted the last word as she worked out another kink in her back. “Can’t remember the last time I slept that hard.” Lilly took her Huntsman training too seriously to be a heavy sleeper. Grimm weren’t always the quietest opponents, but being a light sleeper could mean a better chance to avoid an ambush in the field. It also helped thwart the occasional prank by Violet at home.

“Well, you _have_ been staying up late watching footage a lot,” Honey replied, almost as much an accusation as it was a statement. “It was bound to catch up eventually.”

“Finally, she’s awake,” Smit said as he burst from the bathroom, dressed for the day as he glanced at the three girls, then focused back on her once more. “Hurry up and get ready. The others are waiting on us already, and I’m getting’ hungry.”

Considering they’d had dinner and snacks at the party – which she was kinda bummed she’d missed out on – Lilly could only roll her eyes. Her own stomach gnawed at her, having not eaten anything since lunchtime yesterday. It only took her a few minutes to get ready, skipping the shower for now as she quickly threw on a fresh change of clothes and fixed her hair. Even so, Smit tapped his foot impatiently by the door when she emerged from the bathroom.

“Alright, let’s go,” she sighed, trudging past Smit with the others close behind. Normally, the journey to the cafeteria carried on in silence or idle chatter about the latest gossip, but the moment they reached the elevator, Randi hesitantly asked an odd question.

“W-what do you guys think we should do after…well, you know, after we graduate?” The topic was one they’d discussed before, although not in several weeks, but the way she asked caught Lilly’s attention. Glancing back to her faunus teammate, she saw Randi forcing a calm face. It almost looked natural, but Randi’s eyes looked a little tensed, while her easy smile appeared slightly tighter than normal.

“I dunno,” Lilly answered cautiously, suddenly aware that she faced what was likely a loaded question. “I think we should stick together.”

“Yeah! Team Laser ‘til the end!” Smit hyped from the side.

“As for what we’ll do…well, I always wanted to see the other Kingdoms. Figured we’d travel all over, going wherever people needed us.” Such had been the agreed upon plan, at least. Smit would always agree with Lilly, Honey just wanted to keep the team together and help people, and Randi never seemed to care that much. Lilly waited nervously for whatever new idea Randi had.

She didn’t have to wait long. “What if…” Randi trailed off, taking a second to choose her words carefully. “What if we stuck around Vale for a while?”

“Why?” Honey quickly followed, watching Randi closely. _Guess she’s picking up on it too. Makes sense. Those two are pretty close anymore._ Before, seeing someone have a closer friendship with her partner would’ve made Lilly upset – more at herself than at Honey’s friend – but Lilly knew her friendship with Honey was still solid. If anything, the pair’s bond had come about more from Honey pushing for the faunus to open up, even if Randi seemed just as concerned with Honey having someone close to her. The two quickly became inseparable. Honey became more confident around Randi, who seemed to relax more as they got closer. _Kind of a win-win thing._

“Yeah Randi, why would you want to stick around here?” Smit didn’t seem to sense the mood, questioning more out of curiosity than some instant concern for his teammate. “I mean, Vale’s nice and all, but there’s not a lot of demand for Huntsmen.”

“I know, it’s just…” Again, Randi struggled to piece together her argument, which had Lilly and Honey exchanging worried glances. “I really like it here. It’s close to home for you two.” Randi looked to the other girls in the small elevator. “There’s usually need for someone to thin out the Grimm, given how many a place like this attracts. Besides, I thought maybe we could get jobs working at Beacon.”

“Beacon?” Lilly considered, even as they escaped onto the ground floor and quickly made their way outside. “I never really thought of that. You mean like teachers or something?”

“Not at first,” Randi hedged. “I doubt they’d hire us for that so quickly, but we could assist the teachers here and see where it leads. Maybe take some missions along the way. If it doesn’t work out, we could always travel afterwards.”

“I guess…” Lilly hadn’t ever thought about doing anything other than travelling. After all, that’s what most Huntsmen did, at least at the start of their careers. But _someone_ had to teach the next generation. Beacon had amazing Huntsmen like Goodwitch and Oobleck. Even Port, despite all his bragging and ridiculous behavior, was counted among the greatest Grimm killers around. One of his more ridiculous stories had been vouched for by Oobleck himself, who had apparently accompanied Port on numerous hunts. The entire class had been stunned into silence at the revelation, leading to them actually paying attention in Grimm Studies for a while.

That fad died an ugly death after Port boasted of taking down a Goliath with his bare hands. Lilly had never seen a Goliath herself, but what little they knew about the lumbering monstrosities spoke of tremendous strength. If those things ever turned on the city, Lilly doubted the walls would hold for long.

“Is that what you and Pyrrha were chatting about last night?”

Smit’s question seemed to catch Randi off-guard, but only for a moment. The girl quickly relaxed and admitted, “Yeah, something like that. We were talking about our futures, and the idea of sticking around Vale came up.”

“Pyrrha wants to stay in Vale?” Lilly always assumed the accomplished fighter would take her team back to Mistral, seeing as three of them were from that Kingdom. Sure, Jaune was the leader of JNPR, but she doubted they’d head to wherever he came from. _Ansel, I think._ “You sure Jaune’s okay with that?”

“Pretty sure Jaune would say yes to anything after last night,” Smit laughed, nudging Randi with an elbow.

“Why? What happened last night?”

“Oh my word! I totally forgot you didn’t know!”

“Didn’t know what?” Lilly asked impatiently.

“Randi and Pyrrha got to the party a little late. Then, Pyrrha just strode up to Jaune, and, well…Randi, show her.”

Randi already had her scroll out and handed it to Lilly, hitting the play button as she did. Lilly watched closely as the image of Ren and Jaune on a couch came into view. She couldn’t hear what they were saying, but that didn’t matter as Pyrrha appeared to the side and… _What the heck?!?_

Talk of graduation quickly ended as Lilly demanded details of Pyrrha’s brazen display. Smit seemed more than happy to detail the entire evening. Jaune hadn’t known what to do at first, face burning bright red as he babbled incoherently after Pyrrha finally came up for air. She seemed a little embarrassed too, but steadfastly refused to back down, keeping her spot atop Jaune’s lap as the blonde buffoon babbled and looked around for help. _The girl you like is in your lap and just kissed you in front of everyone. What more do you need?_

The pair stayed like that for most of the evening, until Pyrrha finally slipped to the side of her boy toy, keeping him close with a single arm draped around him. Yang and Nora quickly lost interest in their arm wrestling rematch, descending on the awkward couple like ravenous Beowolves. Smit had no idea what they’d talked about, though, since the three members of LHSR had stuck together at Randi’s insistence. Then again, Jaune hadn’t really talked at all, looking around dumbfounded as his brain tried to reboot, only to crash when he looked to Pyrrha once more. Eventually, Yang declared the party over, insisting they give the two lovebirds some time alone.

Yang’s offer of a sock for their door had both of them sputtering, proving Pyrrha didn’t intend to go _that_ far. Satisfied to have found a way to mess with the suddenly emboldened couple, Yang’s cackling signaled the end of the festivities.

“I can’t believe she’d just up and do something like that,” Lilly managed, still overcome by what she’d seen. _I miss all the fun!_ “You sure you didn’t say something to her, Randi?”

“I didn’t tell her to pin Jaune to a couch, if that’s what you mean,” Randi chuckled in response. “We talked about our plans for the future. Afterwards, I told her she should focus on what makes her happy.”

“Guess she took your advice to heart,” Smit added. “Hey Randi, how much would it take for you to–”

“Don’t even think about it,” Lilly cut in, shooting down Smit’s idea before he could finish it. It would take more than some chat with Randi to get her to act out some fantasy for Smit.

“Kidding!” Smit insisted, holding up his hands defensively. Lilly doubted he hadn’t at least been a little serious, though. _Doubt he’d complain if I pulled a Pyrrha, but that ain’t happenin’ anytime soon, buddy._

“Over here, Honey!” Ruby called almost as soon as they’d entered the cafeteria. “We grabbed some food for you!”

Smit’s potential demise was put on hold as the team quickly wove their way over to where RWBY sat. Sure enough, a quartet of breakfast boxes sat waiting for them, keeping their food warm. Taking their usual seats across from their sister team, Lilly couldn’t help but dig into the omelet and stack of bacon arranged before her. Smit worked on a pair of breakfast sandwiches beside her, offering her a bite. Ignoring Yang’s exaggerated swoon as she took out a sizable chunk as he held the rest, she quickly returned to her own food, even as Honey soaked up syrup with her French toast and Randi enjoyed a sizable helping of a farmer’s breakfast. Clearly, RWBY had been paying attention to their preferences over the past few months.

“Someone’s hungry,” Yang laughed as Lilly rapidly devoured her meal, sparing a quick glare for her friend but not stopping. _I haven’t eaten in forever,_ she argued internally. _You try going almost twenty hours without food and see how you like it!_

“You feeling any better, Lilly?” Ruby asked as Lilly finished off her breakfast and sat back with a content smile.

“Much better,” Lilly replied honestly now that her stomach wasn’t trying to kill her. “Guess I just needed some rest.”

“Must’ve been a pretty bad headache,” Yang offered.

Lilly figured it wasn’t worth explaining the difference between a migraine and a headache. “You have no idea. Felt like my head was gonna explode at first.” The initial surge had come on quite suddenly, but seemed to weaken as they got away from the arena. _Maybe all the noise and bright lights made it worse._ “It got better by the time we got back to Beacon. Had a quick checkup at the infirmary, then had some tea and went to sleep.” The reminder of tea had her perking up suddenly, looking down the table. “Oh, and thanks again for the tea, Blake. It was really good. I’ll have to buy you some more as thanks.”

“Don’t worry about it,” Blake shrugged, sparing a small smile nonetheless. “I’m glad I could help you out.” Even so, Lilly still planned to repay her with a resupply of her stash, even if she had to get Yang to sneak it in. While she appreciated the generosity, Lilly wasn’t one to leave a favor unreturned. Even a simple act of kindness deserved to be rewarded.

“So, where’s Juniper? I thought they were gonna join us?”

“Nora insisted they have a celebratory pancake breakfast as a team,” Weiss informed them all. “Pyrrha wanted to invite us along, but Nora wanted it to be a team thing.”

“That’s putting it lightly, Weiss-cream,” Yang claimed. Her constant use of the nickname for Weiss must’ve worn the proud girl down over time, as she didn’t even flinch for once. “I believe her exact words were _we can’t dine with the enemy!_ ” Yang’s Nora impression could use some work, but it got the point across. “Guess they’re taking the finals pretty seriously.”

“Speaking of which,” Smit mumbled through a mouthful of food, causing flakes of biscuit to rain down from his mouth, “you ready for your fight?”

“Fights,” Yang corrected, reminding them that she’d have to win a total of three solo matches to be crowned victor. “And yeah, I’m ready. Just hope I don’t get Pyrrha until the end.”

Lilly could understand the sentiment, given how big of a threat the girl would be now. While most teams were more dangerous as a group, Pyrrha could fight just as well alone. Without the possibility of double-teaming her, the other fighters would have a tough time pulling off an upset now. Pyrrha had spent years fighting solo in tournaments, so this was her time to shine.

 _Best case for Yang, Pyrrha gets her as the second half of a back-to-back fight._ That was a very real possibility this round, and was a given for the championship. Sure, they’d have a short rest before – longer than the breaks in earlier rounds – but only enough to recover _some_ aura and reset for the next fight. Taking enough time to let someone recover eighty present of their aura would take too long and helped emphasize the need for fighting smart in the early bouts. There’d been past favorites eliminated because they lost too much aura in the prior fight and hadn’t fully recovered in time. _All of the fighters remaining are top-tier talents. Not sure if any of them can handle Pyrrha, but surely they’ll push her a bit. Might be just enough to help Yang._ Of course, the opposite could also hold true. If Pyrrha got an opponent that wasn’t fully recovered, Lilly felt safe in assuming the outcome.

“Actually, think you guys would be willing to do some quick sparring this morning?”

“Us?” Lilly blurted. “Why us? You already beat us in the first round. Besides, shouldn’t you save it for the Tournament?”

“That’s still a few hours away,” Yang countered. “Plenty of time to recover, but I could use some practice. Nothing serious. Just want to see if a couple moves I worked up might work against a few styles.”

“That still doesn’t answer how we come in.” The remaining combatants were pretty varied in styles, after all. “None of us are in the finals.”

“Yeah, but there’s a few who worry me a little,” Yang admitted with a shrug, unashamed of the fact. “Randi’s a decent representation of Pyrrha, and Smit knows a lot about Mercury. Don’t really know anyone who could pull a good Penny, though.”

“Pyrrha could probably do the whole floating-weaponry thing, but I doubt Nora will let her help you.” Smit’s idea wasn’t terrible, given Pyrrha’s Semblance. But like he said, Nora didn’t seem in a giving mood today.

“Anyways, I figured we could run through a few practice drills, then break for the day so I can go get ready. Gotta look my best for when I accept that trophy.”

“I got nothin’ planned,” Smit admitted, tacitly agreeing to Yang’s request in the process. “Would be nice to see Beacon win. What about you, Randi? You in?”

“I wouldn’t say no to some friendly training.”

“Mind if I tag along?” Lilly asked. “Not really a good match for your competitors, but I can watch and give you some notes.”

While she really would help, Lilly had another reason for wanting to come along. The idea that her Semblance had somehow affected Coco still haunted her, but she’d come up with a plan. _I’ve connected with Yang dozens of times, so that should be safe. If something goes wrong this time, at least it’ll be in training and not during the Tournament._ It wouldn’t completely rule out the possibility, but she had to start somewhere. Practicing on Yang in a quick spar seemed the safest option for now.

“The more the merrier,” Yang answered, welcoming Lilly along. “You’re more than welcome to watch. Heck, I’ll even let you get beat if you want.” Yang smiled viciously, proving she was more than happy to take Lilly on in the ring. The old Lilly would’ve jumped at the chance to fight Yang, but that stupidity had been slapped out of her last semester.

“That’s fine. Wouldn’t want you to hurt yourself again.” Yang took the banter well enough, carrying on about how Lilly would need the advantage, but Lilly just ignored it with a smile. “How about you, Honey? You coming too?”

“Actually…” Honey carefully tiptoed around the offer, clearly having made plans already. “Ruby and I were planning to check out some of the events at the Festival.”

“Yeah!” Ruby excitedly cheered. “They’ve got a pie-eating contest, a bunch of athletic competitions, and even a big demonstration featuring those new Paladins!”

“Haven’t we seen enough of those things?” Lilly asked. “I mean, first you guys fight one downtown, then a bunch of them show up at the Breach. Seems like they’re cursed or something. Personally, I’d be fine never seeing one again.”

“Well, you guys have fun,” Yang nodded, making it clear they didn’t need to worry about watching the practice. Honey looked thrilled at the plan for the day, but Lilly knew the girl would worry she’d abandoned her team or offended Yang. Lilly made sure to shoot her a thumb up to make it clear Honey had her blessing as well.

“What about you two?” Honey inquired, looking to Weiss and Blake. “We’d be happy to have you come with us.”

“I’m going to watch Yang’s spar,” Weiss informed the table. “It wouldn’t be fair to leave Lilly to analyze everything alone. Between the two of us, I’m sure we can whip Yang into shape before the first fight. After all, that brawn is in desperate need of some brains.”

Yang gasped in shock at the insult, feigning actual pain at the quick swipe. “How dare you! Why, I have half a mind to–”

“Exactly. Your problem is you only have _half_ a mind.” Weiss smugly rubbed her victory in Yang’s face. “I only hope Lilly and I can fill in the rest.”

Yang’s indignant squawk went unheeded as the entire table pivoted to the only unaccounted for member of Team RWBY. “I don’t really have any plans,” Blake shrugged, not committing to either option. She looked like she wanted to say more, but Yang quickly robbed her of the chance.

“I’m _sure_ you meant you don’t have any plans after supporting your wonderful partner, right?” Yang didn’t even bother to pretend the question didn’t carry a threat as she managed something between a growl and singing. “I’m _sure_ my partner will be there to cheer me on. No way you would miss that, would you, Blake?”

“That’s clearly what I meant,” Blake sighed, rolling her eyes at the display. Even so, she couldn’t hide the way her lips quirked up into a small smile. Blake and Yang seemed about as opposite as two could get, but they obviously got along well enough. At the very least, Blake had learned to endure Yang’s outlandish behavior. _Poor girl. She must have the patience of a saint._

“It’s settled then,” Yang declared, smacking the table lightly to draw a soft thud. “Randi and Smit will help me train while Blake and the brainiacs watch in awe.”

“Sounds good to me,” Lilly agreed, glancing at her scroll. They still had a decent amount of time to get some practice in before Yang would need to report to the Coliseum. “You wanna head over?”

“I’ll meet you guys there in, like, half an hour.” Yang held up her own scroll as she explained. “Need to call home. Dad just got back from a mission in some weird town. Misenwood, or something. He’ll flip if I don’t call him soon.” As if to prove her point, Yang’s scroll lit up with a message from her father. “He’ll be here around lunch, but you know how dads are. He’ll want to congratulate me while subtly critiquing everything.” Lilly chuckled at the detail, knowing her own dad would likely do the same. “You need me to tell him anything, Ruby?”

“Nothing special. I’ll see him later, anyways.”

“Alright, then. Just the usual.” Ruby smiled gratefully before darting off with Honey. Yang had once joked that they’d developed a system for taking calls from home. Yang and Ruby took turns, making sure the other was unavailable but assuring their dad that she said hi and was working hard. No boys. Good grades. Practicing. Yada yada yada. Otherwise, he’d call the other and have the exact same conversation. The sisterly duo had become experts at the diversion lately. “Well, I better get this over with. Meet you guys at practice room three. Come ready to lose to the future champ!”

/- - - - - - - - - -/

Randi stood on the small platform of the training room, warming up with some simple exercises while the trio awaited Yang’s arrival. _Should be here any minute,_ Lilly thought with a quick glance to her scroll. Smit lounged in the seat beside her, an arm draped across her shoulders as they idly watched Randi.

“You gonna stretch?” Lilly asked her boyfriend, nudging him slightly. Huntsmen or not, they were still prone to muscle cramps if they weren’t careful, even if they could take more punishment. With the kind of effort a physical fight with Yang required, going in cold could be a problem.

“Figured I’d wait until Randi’s bout. No need to rush.” Smit smirked as he explained his delay. Lilly figured he was just loathe to surrender his spot beside her. “By the way, why’d you insist on tagging along? Eager to see me finally beat Yang?”

“I think Randi has a good chance,” Lilly shot back, “but I’ll still cheer for you.”

“Well played. But seriously, what’s up?” He’d begun picking up on her little tells, seeing through her weaker lies and deflections.

“Nothing. It’s just…” Lilly glanced around the nearly empty room. “I’m worried about my Semblance.”

“Still? I thought we already handled this.”

“Not really.” All they’d done was fail to recreate the problem and gotten some painkillers, the bottle of which sat in her pocket, just in case. “I need to make sure that was a onetime thing. I didn’t want to say anything in the cafeteria, so I figured I’d tag along and ask Yang before her practice.”

“You already tried on Bianca yesterday.”

“Yeah, and before that I’d gone years without a problem,” Lilly quickly added. “It’s only happened once, but that doesn’t mean it won’t pop up again. Maybe it was a fluke, or some really specific combination of factors, but I’d rather be certain.”

“So you figured you’d try in a controlled environment,” Smit finished for her, piecing together her simple approach. “You’ve probably connected with Yang more than anyone else, so I guess she’d be a safe starting point. No crowds. No force field thing.” _Actually, I’d never considered that. What if the distortion of the shielding affected my connection? Unlikely, given how many other matches I watched, but at this point, I’m not ruling anything out._ “Heh. This is about as safe an arrangement as you can get.”

“Exactly. I’ll talk to Yang before trying anything, just to be safe. Wouldn’t be fair to her if my Semblance was still on the fritz and she didn’t know.” Lilly wasn’t sure what could happen, but she’d rather it not be a surprise. Yang could even let her know if she saw or felt anything unusual. “I just need to be sure, okay?”

Her Semblance didn’t have much combat use, but it’d be next to useless if the problem persisted. Even without whatever tricks it played on her eyes, the horrible migraine would be too steep a price for using it except in rare instances, like when they tried to track down that Tukson guy. Normally, though, they wouldn’t have a bunch of police guarding them in the middle of a city. She could still be a Huntress – _haven’t really used my Semblance for fighting, anyways_ – but the thought of never using her Semblance made her feel less confident. She’d often hoped it would grow into something more useful, but that came through practice, which she wouldn’t get with constant migraines.

Her thoughts were abruptly halted as the door behind them flew open, banging loudly against the wall as Yang arrived. Blake and Weiss followed like some sort of resigned entourage. Some song blared out that Lilly didn’t recognize as Yang descended to the platform, shadowboxing along the way before jumping up and flexing for the mostly-absent audience. Pulling out her scroll, she silenced the song just as it started saying something about burning.

“So, are my punching bags ready?” Yang cockily asked as Weiss and Blake peeled off to join her and Smit, who had started jogging up and down the stairs.

“Quite the entrance,” Lilly commented as half of Yang’s team joined her. “She bother to run any of that by you beforehand?”

“If she had, I would’ve vetoed it. Forcefully.” Weiss growled the last word, clearly less than amused with her teammate’s antics. “Regardless, I am only here to make sure she actually learns from today’s spars. This practice would be a waste of time otherwise.”

“I’m just here to support my teammate,” Blake sighed in resignation, halfheartedly waving a small flag with their team name stitched on it. She acted disinterested, but the fact she’d come along at all – and even brought something to cheer with – made Lilly think the cat faunus secretly enjoyed it. _Methinks she doth protest too much._

“I’ll be right back,” Lilly said, excusing herself. “I need to ask Yang something before we get started.” Instead of waiting for a response, Lilly quickly slipped down to the edge of the platform, where Yang was getting ready. “Hey Yang, do you have a minute?”

The blonde bombshell plopped down on the edge of the arena, hair fluttering down to slowly rest behind her. “Sure, what’s up?” she asked. “You here to ask me to go easy on your paramour?”

Lilly ignored the connotation behind the term and pushed on, intent on resolving the issue before the fight started. “Listen, I’m a little worried about my Semblance after the whole–”

“Random visions and migraine thing,” Yang filled in for her. The summary was close enough.

“Yeah, that. Anyways, I tried it on Bianca, but nothing weird happened.” It had been years since she’d connected with her friend like that, but everything seemed normal at the time. “I…I was hoping I could try on you while you train.”

“You’ve never asked before,” Yang stated, clearly curious why she would do so now.

“I’ve never had someone hallucinate while I was connected, either,” Lilly followed. “I’m still not sure exactly what happened, but I figured it would be best to test it out in a more…familiar setting.”

“Makes sense,” Yang hummed, turning to see Randi take her position, patiently waiting for Yang to begin. “Have at it, Lilly. If it gets you to stop worrying so much, then I’m all for it. Plus, it’ll give you a front row seat to my inevitable victory.” Given she was starting off against Randi, Lilly sorta doubted it.

“Thanks,” Lilly said, nodding to Randi. “Don’t hurt her too much. She’s got a match later today.”

“No promises,” Randi grinned back, even if Lilly knew she’d be careful. They’d chatted about the spar beforehand, with Randi deciding she wouldn’t use her Semblance. Pyrrha was quick, but couldn’t hope to match Randi’s perceptiveness given the unfair advantage. This way, Yang could try some sneaky tactics to throw Randi off, and might even let her land some solid hits. Apparently, Randi hoped scoring a few blows against her would boost Yang’s confidence. It was a little weird to think that Yang, of all people, needed that, but Randi assured her it would help.

As Randi had put it, Yang always assumed she’d lose to Pyrrha before the fight began. Such an attitude was often a self-fulfilling prophecy. However, if she could convince Yang that she had a fighting chance, Yang would be more willing to give it her all and might even prove a challenge for Pyrrha this time. Even if it meant taking a beating, Randi always looked out for her friends.

“You think she stands a chance today?” Lilly asked as she returned.

“Maybe,” Weiss replied diplomatically, leaning in closer once the fight started. “Don’t tell her I said this, but I think she could beat almost any of the remaining competitors.”

“Even Pyrrha?”

“I said almost,” Weiss emphasized. “But I wouldn’t count her out, even then.”

“Really?” Lilly dragged the word out as she eyed Yang, who had charged in suddenly, just barely avoiding a thrust of Randi’s spear as she leaned to her right. Yang discharged a rocket to her left, shooting it just under Randi’s spear to impact the ground behind the faunus. The blast staggered Randi, whose shield had followed Yang, leaving her exposed while incidentally blocking for Yang. Randi attempted to keep her shield up, but a single shotgun blast from Yang’s right gauntlet sent the metal barrier crashing downward as Randi’s face charted a collision course for Yang’s rising foot.

“We’ve been working on a few tricks,” Weiss proudly commentated, even as Yang helped Randi back up so they could reset for another pass. _I’ve never seen anyone knock Randi on her butt before. Well…other than Pyrrha. Maybe Yang has a chance after all._

“Interesting. I’ve never seen her use rockets that close before.”

“Neither has Pyrrha.” Weiss’s smile turned vicious. “Shields block both directions, though.”

Lilly had never considered using an opponent’s shield like that. She knew it could block a user’s view and all, but to make your opponent protect you from your own attack? It wasn’t perfect – a small shield like Pyrrha’s wouldn’t block everything – but Yang had barely taken a scratch while Randi bore the brunt of the attack. Her own body blocked much of the concussive force as well, while Yang’s follow-up opened Randi’s guard entirely. Someone like Pyrrha would recover quickly, but every strike counted in a match like that.

“I don’t think the others use any type of shield,” Lilly thought out loud, “but Pyrrha’s probably the biggest threat. She knows Yang’s style and Semblance too well.”

“Which is why we’re going for an unorthodox approach,” Weiss admitted. “The plan is simple. Yang will stick to her usual style in the early fights, then spring her surprises on Pyrrha. If Yang pulls out any tricks early, Pyrrha will notice.”

“Not bad. As much as I like Pyrrha, I think I’d rather see Yang win.” And what a strange feeling _that_ was. She’d spent so long despising Yang, hating everything about the girl. Only a few months ago, Lilly had stormed into RWBY’s room to confront the girl, yet here she was, actively cheering for her former rival. The old Lilly would be furious.

The old Lilly could take a hike.

Lilly watched as Yang charged in once more, firing twice to force Randi’s shield up as she closed the gap. Randi tried for a horizontal slash this time, which should’ve forced Yang back. Instead, Yang blasted both gauntlets down and behind, hurling herself up and over Randi with a quick flip. As she reached the apex of her arc, Yang righted herself, firing downward as she passed. Randi pivoted in time to block the shots, overcoming the tactic, even as she was forced to take a step back as a pair of rockets ended the salvo, crashing against her shield. Randi bore through it all, ending the run-through once it was clear Yang was ready to move on.

“Guess that one didn’t work so well. Should work against a less defensive foe, though.”

“True,” Weiss nodded, typing something into her scroll as she spoke, “but that wasn’t just for attacking. Positioning is key in the finals.”

Lilly paused to consider the idea, thinking back to what she’d just witnessed. _Yang flipped their positions, especially with that ending._ Neither of them took any damage, though, so it didn’t do much. A sudden realization struck. “If Yang gets backed into a corner, that could reverse the advantage…”

“Exactly.” Weiss finished typing and looked up once more. “With a small arena, Pyrrha might look to force her opponent out, especially if it’s not the last fight.” _Shorter fight means less aura wasted, which is key for the next round._ “If needs be, Yang can let herself get pushed back, only to switch places and put Pyrrha in danger.”

“Not bad, Weiss.”

“Thanks, but that one was actually Blake’s idea.” Yang’s partner smiled at the credit, but kept her eyes glued on the action ahead.

Randi and Yang finished after two more passes, one of which scored a minor blow while the other failed to pass Randi’s shield. Smit soon took his partner’s place, making Lilly realize she was running out of time. _I came to work on my Semblance._ Lilly looked to Yang, but felt herself hesitate. _What’s stopping me?_ The answer crept up on her, wiggling into her mind once more.

Fear. Fear held her back.

She wasn’t afraid of another migraine. She’d get over it in time, and the painkillers would help her through it if she needed. What really bothered her was the idea that she’d have a repeat of Coco.

 _What if it wasn’t a fluke?_ _What if my Semblance is broken?_ Projecting images into someone else’s mind sounded cool, but only if you could control it. If her Semblance had really changed like that, she might master the skill in time, but how long would that take? _What if I can’t gain control of it for years? Worse, what if I never gain control?_ Losing her power was worrying enough, but being afraid of it? Something like that tended to affect a person, no matter how much they tried to avoid it. _What kind of Huntress can’t even control her own Semblance?_

All of that assumed her Semblance was the problem. For all she knew, it could’ve been specific to Coco. _Maybe some sort of conflicting Semblance?_ She’d never heard of such a thing, but the idea seemed simple enough. If Coco’s Semblance was a similar mental ability, maybe the two had clashed when used together. She doubted Coco would just tell her what kind of Semblance she used, but that was always a possibility. Any alternative to the ‘my Semblance screws with people’s minds on accident’ theory was a welcome relief. Hopefully, she’d be able to prove it a fluke or something. _I’ll never know unless I try._

It took a little more focus than usual to connect with Yang, given her own doubts, but within seconds the familiar transition washed over her. Yang and Smit hadn’t actually started yet, giving the blonde brawler a chance to recover from her practice with Randi first. Between swigs of water from her canteen, Yang and Smit kept up a friendly conversation, the subject of which worried Lilly a bit.

“So, how are things in paradise?” Yang asked as Smit rolled his shoulders. “You and Lilly gettin’ up to anything naughty?”

“Sorry, but no,” Smit answered with an easy smile. “You’d be better off watching Jaune and Pyrrha.”

“How crazy was that? I mean, Pyrrha’s pretty confident in the ring, but I never expected her to stake her claim so boldly.” Lilly figured Yang’s eyes would be dancing along with her comments. “Wonder what got into her?”

“From what I hear, Randi gave her a bit of a confidence boost,” Smit laughed. “Not sure what she said, but can’t argue with the results.”

“You gonna sic her on Lilly next?”

 _Does everyone feel the need to get involved with my love life? Two teammates are bad enough. I don’t need whatever methods Yang would use._ Randi and Honey preferred simple pranks and talks. Yang struck her as the type to lock the two in a closet. Before Lilly could charge up and punch Yang in the face, Smit did his best to shut it down. “Absolutely not.” _Good. He gets to live another day._ “Aside from the fact that Lilly would kill us all, I’m happy with the way things are.”

“Wow. She sure has you trained,” Yang quipped. “You tellin’ me you don’t want Lilly gettin’ all hot and heavy with you?” Smit didn’t answer, but the way his face instantly flushed red said enough. “That’s what I thought. Maybe me and Randi could talk some sense into her. Doubt you’d complain if she shoved you against the wall and–”

“I will end you, Xiao-Long!” Even across the room, Lilly’s furious roar could be heard easily enough. Yang turned and waved to Lilly, which felt a little odd since, thanks to her Semblance, she was basically waving at herself.

“Glad to see you finally tuned in,” Yang cackled. “Figured you would’ve said something by now, given all the stuff Randi told me.” Lilly’s aggravated growl only seemed to fuel the fire. “You’re too easy, sometimes.”

“Please don’t get me in trouble with my girlfriend,” Smit whined pitifully, knowing there was no escape for him.

“Oh, you two are so precious.” Yang’s laugh tapered off to a chuckle as she tossed her canteen to Randi. “Pretty sad that Pyrrha’s more adventurous than you two. Maybe you should take notes, Lilly. If you like, I can let you fight him next. Sure you could use some _wrestling_ practice.”

A fireball struck harmlessly a few feet from Yang’s feet as Smit desperately tried to stave off the impending bloodshed. _Must…not…kill. Not yet._ Once the Tournament was over, though, all bets were off.

“Alright, I’ll lay off…for now.” Yang looked around for a moment. “Not seeing anything weird yet. Guess emotions aren’t the trigger.”

Lilly doubted she’d done all that _just_ to test her Semblance for her, but the info was useful nonetheless. Lilly tried to force an image of Ruby kissing Cardin into Yang’s head as revenge. _You know, just as a test._ It was a little hard to picture, but she did her best, knowing such an image would’ve enraged Yang. She felt a little disappointed when nothing happened. _Would’ve served her right._

“Guess we’ll test it in combat. Maybe seeing your boyfriend get pummeled will do something.” Yang’s gauntlets clicked into place, making Lilly wonder if the girl had put them away specifically so she could show off.

And pummel him she did. Smit tried to copy Mercury’s style, but didn’t have nearly the speed and skill with his feet. The practice seemed less useful than Randi’s, but every little bit helped. At the very least, if one of her maneuvers struggled against Smit, it would be a safe bet that Mercury would overcome it easier. The practice soon turned to a ‘what doesn’t work’ approach instead of the earlier successful attempts.

Poor Smit never really stood a chance, even with Yang holding back a little to focus more on technique than damage. Lilly was confident he’d fare better if he wasn’t so focused on mimicking Mercury, but Yang needed practice against a specific style. He did a little better at the end, when Yang had him use fireballs to practice against Mercury’s wind missile things. Even then, the practice wasn’t a perfect representation, since Mercury had some method of controlling his projectiles in-flight, even when using dozens at a time. Still, Smit soldiered on, enduring every blow as best he could until Yang finally called an end to his suffering.

“You still with me, Lilly?” Yang asked loudly.

“Just disconnected,” Lilly shouted back, just as the room came back into focus. “I didn’t see anything weird that time. What about you?”

“Other than Smit’s epic breakdance fail? Not really.” Lilly tried to hold back her laughter, only to be rewarded with a loud snort. Smit must’ve really gotten into the whole Mercury thing, as he even tried Mercury’s spinning assault from his match against half of CFVY. Where Mercury expertly spun on his hands, using the launching of his missiles to stabilize as he went, Smit’s attempt…well, it needed work.

“Har har,” Smit sarcastically laughed as he stumbled down the platform stairs. “Try to help a girl out, and this is the thanks I get?”

“Alright, alright.” Yang muttered something about overdramatic boys before smiling prettily, clasping her hands behind her back and leaning forward with a childish voice. “Thank you, Mister Brendis, for letting me beat up on you. How can I ever repay you?”

“Lien,” Smit shot back, ignoring the bait as Yang giggled like a schoolgirl, overselling the bit a little. “Lots of it. Failing that, just promise me you’ll win this thing.”

“Wow, that easy, huh? And here I thought you’d want a kiss from a fair maiden.”

Smit came to a stop a few steps from Lilly, finally turning to face his tormentor. “That desperate for me, huh? Well, if you’re offering…”

“Ew, not from me,” Yang lurched back, gagging dramatically at the thought. Smit somehow withstood the intense glare piercing the back of his skull as Yang’s plot played out. “You did good, but not _that_ good. I meant from Lilly.” And suddenly, Lilly’s anger found a new, but familiar, target. “How about it, Lilly?”

“Sometimes, I despise you, Xiao-Long.”

“But I promised,” Yang whined for all of two seconds before finally succumbing to her own laughter. It only got worse when Smit looked to Lilly, only to receive another death glare for even thinking that was an option. “Thank goodness! Hard to pick on Pyrrha after last night. Good to see _one_ of my favorite couples can still provide some entertainment.”

Randi tossed Yang her canteen, guiltily laughing along at Lilly’s expense. _That’s it. After the Tournament, I’m sending Ren a love letter from Randi._ If she couldn’t get revenge on her evil teammate, maybe she could point Nora at her. Smit sheepishly returned to Lilly’s side, noticeably keeping a little distance in case she decided to take her frustration out on him.

Luckily for him, Weiss nudged her from the side and redirected her attention onto more productive – and less violent – topics. “So, what did you think?”

“Stupidity aside,” Lilly growled before switching to her more thoughtful tone, “it looks like you’ve got a good chance. Honestly, you’ve done a great job getting the idiot ready.”

“Thank you,” Weiss nodded, accepting the compliment, “but no strategy is perfect. I was hoping a fresh set of eyes would help…illuminate any weaknesses.”

Lilly fully understood that approach. No matter how careful she was, there were always little things she missed, whether in her assignments or in strategizing. Whether it came from assuming things or glossing over portions due to familiarity, having a fresh set of eyes really was the best way to catch your own mistakes. “I had a few ideas, actually,” Lilly admitted.

“Wonderful. I’d love to hear them.”

Lilly and Weiss huddled together, reviewing footage the arena’s built-in cameras had recorded for them as the two picked apart every tiny detail. Everyone else was soon ready to go, but the plotting pair continued their analysis, even after being dragged out of the room, bouncing ideas off one another in hushed whispers in case someone in the empty hall tried to listen in. They pointedly ignored the jokes Smit and Yang exchanged at their expense, too consumed by their planning session to care.

_It’ll be tough, but Yang has a real chance at winning. With her skill and the combined brains of me and Weiss, what could go wrong?_

/- - - - - - - - - -/

The roar of the Coliseum grew louder, but instead of gleeful cheers, the rising clamor was interlaced with boos, shouts of anger, and accusations. The inner ring of the stands, filled with students from the four academies, stood in disarray, as some braced for the possible civilian stampede while others wondered if they should charge the platform themselves. On the Haven side, the arena shield flexed in various spots as some of the aggrieved students tried to push past while others hurled threats and insults at the locals. Suddenly, the rule about students leaving their weapons at Beacon made a lot of sense.

All of that went unnoticed by Yang, who stood over her victim, ready to finish him off as she screamed her rage at the fallen foe. Her fierceness cut off abruptly as a squad of Atlas soldiers and robots swiftly surrounded her, ordering her to stand down as nearly a dozen rifles trained on her at once. The screens above unhelpfully played the attack over and over again, further fomenting the hatred from all around as a lone girl – Mercury’s own partner – rushed out of the tunnels, followed closely by a medical team.

“Wha–” Honey tried, unable to get even a single word past her own shock. Smit could fully understand, rooted to his seat in disbelief as he watched Yang march off the platform, surrounded by her heavily armed guards. As she drew near the edge of the arena, tiny specks of light flashed across the barrier, holding back a barrage of garbage from the enraged fans beyond.

“I…I can’t…Why would she–”

His rambling attempts to rationalize what he’d seen came to a sudden stop as Lilly lurched forward, clasping her head in both hands as she let out a piercing shriek of pain. She rocked back and forth, occasional hisses and groans escaping her lips as her hands slipped to her ears to muffle the ever-growing rage all around them.

“Lilly!” Smit shouted, wincing slightly as he realized she probably didn’t need _more_ yelling. He quickly knelt beside her, rubbing her back in a vain attempt to comfort her as she looked up at him. “What’s wrong? What happened?”

Tears racing from her reddened eyes, Lilly grimaced through another wave of pain. Smit caught her before she could fall forward into the next row of seats, ignoring his own embarrassment as he reached into her pocket and drew forth her painkillers, dumping two in his hand for her to take. With tremendous effort, Lilly stared up at him and pushed the pills away, uttering a single, desperate command.

“I need to see Yang.”


	42. Comforting Friends

“See Yang?” Smit nearly yelled in response, struggling to be heard over the roar of the crowd. “Lilly, what’s wrong?”

Another wave of pain had her lurching forward once more. Gritting her teeth, she pushed the pain aside and tried to get out of her seat. The sudden rush of standing up had her head swimming, and she nearly fell onto Smit as a result. He caught her, hands tightening on her arms, both to keep her upright and prevent her escape. It seemed he wasn’t about to let her rush off without some sort of explanation.

“Something’s not right,” she managed as pain receded slightly to a knife in the side of her head. Considering before it had felt like Yatshuhashi had buried his massive blade there, this was a marked improvement. “W-what happened out there?”

“Yang barely beat Mercury,” Smit began explaining, pointing to the board high above that still showed Yang’s aura just above elimination. “As she walked past him, though, he must’ve said something to set her off. She blasted his leg for no reason.”

“No that’s…that’s not right.” Lilly watched the replay yet again, seeing exactly what Smit had described, but refusing to believe it. “I was connected to Yang the whole time. I saw h–ah!”

Lilly’s legs buckled as a fresh wave of pain coursed through her skull, only keeping upright thanks to Smit’s unrelenting grip. Eyes watering, she forced her feet back under her and shook off Smit’s restraint. This time, when he offered her the painkillers, she greedily snatched them. Honey offered the rest of her drink, leaving Lilly to chase the pills down with her partner’s fizzy beverage. _Normally prefer water, but the caffeine should help these kick in faster._ Right now, she’d do anything to relieve the pressure quicker.

“You saw something again, didn’t you?” Randi asked, already sliding out into the aisle and blocking those behind her so her team could escape together.

“Yeah. It was just like last time, but worse.” The pain was more intense this time, but Lilly meant the result of the hallucination more than her own pain. Last time, it had led to Coco being eliminated from the Tournament – a likely conclusion anyways, given Yats was already out. This time, though, Yang was under arrest and Mercury had been maimed. “I just…I need to get to Yang.”

“We’ll head back to the dorms,” Smit announced to the team, even as Honey, of all people, took the lead. The small girl pushed through the confused crowd courtesy of her Semblance, making people yield before the suddenly much larger girl. Smit walked alongside Lilly, the two stumbling up the stairs in Honey’s wake, while Randi brought up the rear. Their small procession hurriedly carved a path to the exit, thankful to be on the Vale side. Lilly could see students further down enduring all manner of trash raining down on them, though, luckily, none of them chose to retaliate. The last thing they needed was for Huntsmen to turn on civilians. The last thing Lilly saw as they finally made it to the exit tunnels was the replay screen finally cutting out, replacing Yang’s assault with the logo of Vale.

“What makes you think she’ll be at the dorms?” Honey’s question gave Lilly pause, but Smit kept tugging her along to keep up with the girl, who had returned to normal now that they were out of the worst of it. “I mean, those were Atlas troops that detained her. Ironwood might have her taken somewhere else.”

“Where else would he go?” Randi countered. “He wouldn’t take her into the city with how riled up the people are. Someone might try and take matters into their own hands. Beacon is probably the safest place right now, and you know Ozpin would push for it.” He’d done as much for Smit, she left unsaid.

“If nothing else, we might run into the rest of her team. Plus, I doubt all that noise was helping your migraine.” Lilly couldn’t exactly disagree with that last part. Already, her head felt a little better and her brief stint of vertigo had worn off. Whether the painkillers or the reduction of stimuli were more to thank, she really didn’t care. “Speaking of migraines…you said you saw another one of those hallucination things. What did you see?”

Lilly could still picture the moment perfectly in her mind, even though it made no sense. Yang had survived her fight, enduring a blistering barrage from Mercury but channeling that power into her Semblance for a flurry of blows to end the fight. The last strike had been a little overkill, expending every last bit of Mercury’s aura, but such could be forgiven with the delay in the buzzer. She’d backed off instantly, cheering her win and wishing her opponent better luck next time. That’s when everything started feeling off.

“I…I’ll tell you later.” All three of them looked like they would protest, but Lilly moved to cut them off. “Seriously. Don’t worry about it. Just…trust me. I need to talk to Yang, okay?”

“Whatever you say,” Smit relented, even if he clearly wanted to press the matter. They had to wait a few minutes for a bullhead to return, evidence that others had wisely chosen to slip away before anything else happened. The moment one of the metal contraptions landed, the team hurriedly bundled into the bullhead and began the silent trip back to Beacon. Lilly knew her team would hear her out, but she’d already claimed to see Yatshuhashi in Coco’s fight when he clearly wasn’t there. Something small like that could be brushed off, but seeing something wrong again sounded a little crazy. _Maybe Yang can help me clear it up. She wouldn’t just attack Mercury for no reason, right?_ If Yang saw the same thing she did, then at least she’d know she hadn’t gone crazy.

And the whole thing _did_ sound a little crazy. Mercury had gotten up and threatened Yang, then charged in to attack, despite having already lost and having no aura left. Yang’s single strike diverted the attack, but had likely shattered his leg as well. Given his sudden aggression, Lilly agreed he deserved it, but there was a slight problem.

Lilly had seen a second image – the one that everyone else seemed to have seen. In it, Mercury stumbled to his feet, mouthing something with a small, tired smile. The two Mercury’s both seemed so real, yet neither felt like they were really there. Yang struck just as the two converged in front of her. Same result for Mercury. Much different outcome for Yang.

The version everyone – including the cameras – saw painted Yang as a violent psychopath crippling a fallen opponent for no reason. The other was an act of self-defense that not a single person would blame her for. Every scrap of evidence pointed toward the first being true, but Lilly refused to believe Yang would do something like that out of spite.

 _Which means Yang must’ve seen it, too._ Really, that was the only explanation that made sense. If Yang saw the same attack Lilly saw, then that would explain Yang’s behavior. But then, where did that other image come from? If only she and Yang had seen it, that presented a horrible possibility – one that already haunted her about Coco’s fight.

 _What if…what if it really was me?_ Bad enough that she’d effectively cheated in the Tournament by influencing fights, but how could she ever face Yang knowing what she’d done? If Lilly’s Semblance made Yang lash out like that, then Lilly had basically turned her friend into an international criminal. Worse, who would trust someone like that as a Huntsman? Yang’s entire future may have just been ruined by Lilly’s own mistake.

 _I have to tell her,_ Lilly committed to herself. It wouldn’t erase what had already been done, but Yang deserved to know the truth. _I’ll go to the Headmaster and turn myself in. Maybe they can explain to everyone that Yang was tricked. Ozpin might even keep my name a secret._ If it came down to it, though, she’d take the fall for Yang. It might not be enough to sway everyone – people tended to ignore the explanation and focus on the original incident – but it should at least help clear Yang’s record professionally.

 _First things first, though,_ Lilly thought as the bullhead came in for a landing. _I need to find out what Yang saw._

The elevator ride up to their floor felt much longer than the few seconds it actually took. Lilly spent the time anxiously tapping her foot and watching the floor readout slowly increase. By the time the sliding doors fully opened, she’d already slipped through them, powerwalking around the corner to the hall they shared with Team RWBY…just in time to see Ruby, Weiss, and Blake quietly exit her destination.

Lilly quickly closed the gap, already speaking before she reached the solemn trio of girls. “Where’s Yang? Is she in there?”

Maybe it was her desperation, or just how quickly Lilly rushed them, but all three clustered together, forming a barricade between her and their room’s door. The way they formed ranks answered the question, even as Weiss tried to keep her busy. “Yang is…resting at the moment. I don’t think she wants to see anyone right now. Why are you so eager to see her?”

“I need to talk to her.” Explaining everything would take too long, and Lilly didn’t feel like wasting time.. Better if she could just get to Yang and settle the matter.

“That’s probably not a great idea,” Weiss hesitantly replied, looking to her team’s leader for backup. Ruby still seemed a little out of sorts, leaving Weiss to singlehandedly face Lilly’s advance. “Look, she’s pretty shaken. She might be okay seeing people later. We’ll be back to check on her after dinner. Maybe you can drop by then.”

“But–”

The door behind Lilly opened with a soft squeak. “She…doin’ okay?”

Turning around, Lilly came face to face with Jaune. Beyond him, his entire team peeked apprehensively from their room’s door, waiting anxiously for an update on Yang. Like RWBY, they must’ve escaped the chaos ahead of them. Suddenly, Lilly felt a little embarrassed at her apparent lack of concern for Yang. Did she really not care enough to give Yang some time to settle down first? Was confirming what she saw more important than Yang’s feelings? _But, I’m doing this to help her. Yes, it helps me too, but…I…_ As much as she wanted to pretend talking to Yang was selfless, she couldn’t ignore that her main motivation lay in proving to herself that she wasn’t crazy. _Some friend I am._

“She’s…doing the best she can,” Blake answered Jaune’s question, trying but failing to put a positive spin on a doubtless horrible situation. It hadn’t taken long for them to reach RWBY’s dorm, but Lilly imagined someone had already come by to talk to them. Ozpin seemed likely, but it could’ve been Goodwitch or even Ironwood, given it was his soldiers who escorted Yang away. He might’ve even accompanied them back to Beacon.

“I hear Mercury and his team rushed back to Haven to be with his family.” Ruby’s attempt to change the subject didn’t really help, since the topic still centered around the recent tragedy. “So, until they land, no one can really question him about what happened.”

“Any idea what they plan to do for the Tournament?” Smit tried, still not quite escaping the depressing subject matter but putting some more distance between them.

“General Ironwood said they will be delaying the rest of the fights until tomorrow while they sort things out,” Weiss explained, proving Ironwood had spoken with the team already. _Also explains why Pyrrha’s here instead of waiting at the Coliseum. Guess she gets an extra day to prepare._ “We’ve been…disqualified,” the word seemed to leave a bitter taste in the proud girls mouth.

“Then who gets to fight next round?” Smit quickly followed up, strangely interested in the Tournament arrangements despite the more pressing matters, like Yang’s future at Beacon. _Then again, maybe he’s just trying to steer clear of that. Yang could very well be facing expulsion, if only to quiet the uproar a little._ The people would demand at least some form of punishment for what happened. If Beacon didn’t do anything, the public would claim a cover-up, or even that Beacon condoned such behavior. Politically, the easiest route would be to sacrifice the student to the populace’s bloodlust and move on, likely with a few apology press conferences and some new training requirement in their curriculum. Ozpin might have to resign if that didn’t work.

 _Unless they can distract everyone enough._ Tragedies quickly became history once the public had something shiny to distract them. Despite how recently the Breach was, no one really talked about it that much anymore. The Council had turned it into a rallying cry against the White Fang with calls for international cooperation, making sure to have Ironwood present when they announced he would be overseeing security as they thanked him for his military’s assistance in stopping the attack. By the time the Festival kicked off, most people had already moved on. _Maybe they’re hoping to do the same here._

Disqualifying Yang seemed the obvious choice, even if most would demand more. While postponing the fights for a day meant the news cycle would have nothing to do except report on the whole incident, saturating the airwaves might actually work in Beacon’s favor. Repeated news soon became old news. Plus, there would likely be all sorts of press releases and conferences discussing the path forward, in which they could frame it as something they were investigating thoroughly before deciding Yang’s fate. By the time such an “investigation” concluded, they’d already have a new Vytal champion. Meanwhile, Yang could finish the year quietly, take her finals, and then disappear for a few months after the school year. Public outcry would dwindle as focus began to turn to the next election cycle, and by the time the next school year started, she’d be nothing more than a horrible replay buried in online video servers.

While Lilly’s mind tried to navigate the political landscape of such an event, Randi had come up with a suitable idea for who would end up taking Yang’s place. “They’ll probably let one of the Haven teams that lost last round step in.” _That…actually makes a lot of sense._ An odd number of combatants wasn’t impossible to handle, but the logistics of it would be nasty. Someone would either get a free pass or have to fight an extra match, which wouldn’t look good. Even worse if it helped Beacon or hurt Haven somehow. But by bringing up a new representative from Haven, they could basically say they nullified Yang’s win and gave Haven the chance to substitute someone for Mercury’s team, since they all went back with him. It wouldn’t be enough to pacify the angry Mistral fans, but they’d at least have a little less to gripe about.

“I guess we’ll find out tomorrow,” Smit shrugged. “We’ll poke our heads in after dinner and check on you guys.”

“If there’s anything we can do, please don’t hesitate to ask,” Ren offered as well, voicing his own team’s support for the downtrodden RWBY.

“Alright then. If that’s the case…” Ruby looked past them all to the depths of JNPR’s dorm. “Pyrrha?” The quiet redhead looked over just as she sat down on her bed. “You be sure to win one for Beacon, okay?”

“It’s what Yang would want,” Weiss seconded.

Pyrrha forced her usual smile into place. “I’ll do my best,” she assured them all.

As Ruby cheered about making sure to watch Pyrrha tomorrow, Smit unsubtly guided the team toward their own room, even if that meant nearly body checking Lilly away from the continuing commotion. Lilly glared at him for the forced exit, but accepted his decision anyways. _Not like I was gonna demand they let me see Yang. Well…not anymore._ That had been the plan at first, but talking to the gaggle in the hall had convinced her to wait. Dinner was only a few hours away. Waiting wouldn’t be easy, but if it helped Yang even a little, she’d endure.

Her butt had barely hit her mattress before Smit lost his patience. “What was _that_ all about?” he demanded, keeping his voice tempered so as not to disturb their neighbor.

“What was what about?” Lilly responded, more out of shock than actual confusion.

“You! You tell us not to worry, then you nearly charge Ruby’s room and demand they let you in. So, which is it?” Smit strode over to his own mattress, falling onto it as he watched Lilly closely. His voice softened a little as he pressed for answers. “Look, we’re here for you, but we can’t help if you don’t tell us anything.”

Lilly locked eyes with him for a moment, seeing the naked concern on his face. A quick glance to the other two showed the same as they waited for an answer. She’d wanted to talk to Yang first – to prove she was right before telling anyone else – but that seemed foolish now. She had to trust her team. _Can’t really keep them in the dark all evening._

“I’m sorry,” Lilly started, genuinely feeling bad for shutting them out again. “It’s just…what I saw doesn’t make any sense. No, that’s not right. It makes _perfect_ sense. But that’s the problem.”

“What happened?” Honey asked as she sat down next to Lilly, reaching out to lightly touch her arm in support. Randi shifted over to stand near Smit’s bed to listen along.

“After Coco’s fight – when I saw Yats in the forest – I…I wasn’t sure what to think.” She’d been racking her brain ever since, trying to piece together what happened and, more importantly, why it happened. “I practiced on Yang during her spar this morning, but nothing happened, so I thought I was in the clear.”

And what a relief that had been. If she couldn’t force images on someone purposely, then surely she couldn’t do it by accident. Yang had been the perfect test subject, too, given how many times they’d connected before. It didn’t _feel_ any easier or anything, but Lilly figured a familiar connection like that would be her best bet. She’d even tried simple things, like making Yang see a book or even just a color, but nothing worked. They even tried a little after her practice. Every attempt failed.

She’d already ruled out Smit’s idea of the arena shielding causing issues. She’d observed many of the other fights without incident, after all. Really, she’d narrowed it down to a couple of likely scenarios: something specific to Coco, mental exhaustion, or she’d been mistaken. She’d felt safe connecting with Yang as a result, figuring it would help ease her back in.

The result had been…unfortunate.

“I connected with Yang during her fight and nothing happened. She fought hard and won, so I figured I was in the clear. But right before I disconnected, something felt…off.”

“How so?” Smit asked quietly, urging her on as they all listened closely.

“I saw…” Lilly took a deep breath, knowing this was the moment of truth. Either they’d believe her or not. “I saw two of Mercury.”

“Two? What do you m–”

“There were two of him,” Lilly cut him off, fully intending to explain further. “They were both there, but at the same time, neither really looked there. It was like Coco’s fight all over again. One was slowly standing up to congratulate Yang. The other…the other one attacked her.” Honey gasped beside her, but Lilly pressed on, intent on getting it all out now. “Yang struck just before the attack landed…right as the two images aligned. Then, everything went back to normal.”

Silence engulfed the room as her teammates processed what she’d just revealed. They’d all seen the first image, of course, just like everyone else. Replays only showed Yang attacking a defenseless Mercury. Asking them to believe otherwise sounded insane. _Maybe that’s it. Maybe I’ve just gone crazy._

“That would explain why Yang attacked,” Randi offered suddenly, drawing all eyes to the tall faunus. “I mean, if Yang saw what you did, of course she’d blast him like that. Good thing it wasn’t me. I might’ve stabbed him.”

“Wait. You…you b-believe me?”

“Did you think we wouldn’t?” Randi questioned, a look of disbelief backing up her words.

“Of course we believe you, Lilly,” Honey parroted, bumping her shoulder against Lilly with a chuckle.

“Team Laser’s always got your back, babe.” Lilly cringed a little on the inside at the term, but lost interest quickly as her mind focused instead on the support around her. “What, you thought we’d assume you were making crap up? Sorry to disappoint.”

“B-but why?” Lilly demanded, a hysterical laugh threatening to burst through despite her mood. “You all saw it. Why would you believe something else happened?”

“Because we trust you,” Randi bluntly stated, batting her doubts away. “Plus, I kinda doubt Yang would just break a guy’s leg for no reason. Nora, maybe, but not Yang.”

“That does raise an important question, though,” Smit interjected before Lilly could get lost in thanking them for believing her. “ _Why_ did it happen?”

“Huh?”

“Well, assuming Yang saw Mercury attack – which it sure sounds like – what made her see it?” Smit looked to each of them for answers, but the idea was still pretty fresh in all of their minds. “I mean, first Coco, now Yang. Somethin’s up.”

“Well, there is _one_ common factor,” Randi carefully offered. “Both fights had one person in common…”

“Mercury?” Honey tilted her head like a curious puppy as she considered the thought.

Randi nodded as she looked to Smit. “You’ve been around him a lot. Any idea what his Semblance is?”

“No clue,” Smit shrugged. “Not like he went around advertising before the Tournament. But I kinda doubt Mercury’s behind all this.” Lilly couldn’t tell if that was based solely on evidence or if he was just upset at the idea of his friend causing so much uproar. “Even if he did have some sort of power like that, why would he get himself hurt? Wouldn’t he have used it to win? Lilly already said nothing happened during the fight. Plus, he was across the arena when it happened to Coco.”

“Yeah. I doubt Mercury’s the one doing this,” Lilly agreed, desperately trying to cling to the notion that she wasn’t at fault. Problem was, ignoring the rather obvious possibility of her own Semblance didn’t come easy. “Something like that would take a lot of concentration.” _At least, mine does, and all I’m doing is watching._ Forcing images into someone’s mind sounded a lot harder. “I’d say to ask Mercury’s team, but Ruby said they went back to Haven already. Plus, I doubt they’d enjoy us accusing them of staging the whole thing.”

“Let’s look at it again, then.” Randi seemed fixated on the wall, but Lilly recognized the look of someone deep in thought. “Coco sees Yats but misses Emerald, leading to her loss. Yang beats Mercury, then gets disqualified when she thinks he attacks her. Two Beacon teams eliminated and a Haven student injured.”

“Maybe someone’s rigging the fights?” Honey offered, gulping as three sets of eyes zeroed in on her instantly. “Th-think about it. First Coco gets eliminated. Then Yang. Both of them were pretty high in the rankings. Maybe someone is just trying to thin out the competition.”

“Great. That only leaves everyone with a Semblance in an arena overrun with people,” Smit quipped.

The idea seemed crazy, but then, so did seeing the things she’d seen. Another competitor might be culling the ranks to give himself a better chance at winning. Might even be a teammate. Then again, who’s to say it wasn’t someone not in the Tournament? There was a lot of money to be made on the gambling side. _If someone picked an underdog team at the start, the payout could be massive!_ The idea of a Huntsman going that far for a payday sounded unlikely, but not everyone with an aura was a paragon of virtue. Torchwick proved that.

The idea sounded nice, but Lilly still couldn’t ignore the other possibility. With a resigned sigh, she offered up her own leading theory. “I think you’re all forgetting the other common factor.” Smit and Honey both looked confused, but Randi clearly knew what was coming. _Figured she wouldn’t miss that._ The wolf faunus had simply ignored it. Randi was too shrewd to discard it so simply, so Lilly knew she’d done it purely out of kindness. _Thanks, Randi, but we both know it has to be addressed._ “Me.”

“You didn’t–”

Lilly raised her hand to silence Smit before he could mount a noble defense of her. “Both times, I was connected when… _it_ happened. I’m already tapping into people’s minds. Who’s to say I can’t influence them?”

“You’ve never been able to before,” Smit reminded her needlessly.

“Semblances have been known to grow…” Randi was forced to admit.

“Randi!”

“What?” Randi shot back at Honey. “I’m not saying that’s what happened. Even if it is, we all know Lilly wouldn’t do something like that on purpose. But ignoring the possibility serves no one.”

“It’s not f–”

“It’s okay, Honey,” Lilly assured her partner, causing the normally quiet girl to back down and return to her normal height before sitting down. She’d risen to meet Randi’s slight against Lilly, even if it wasn’t meant as such. “As much as I appreciate all the theories, I’ve run through them all a million times. I’m wor– no, I’m _scared_ , okay? Bad enough my Semblance may be out of control, but what if I’m causing people to see these things?” Lilly rose and walked to the closed window, spotting JNPR strolling along below. “What if I put Coco in the infirmary? What if Mercury’s hurt because I lost control? What if Yang just went through _hell_ because of me?” Lilly wiped her eyes quickly before she lost control, taking a deep breath before she turned back to her teammates. “That’s why I need to talk to Yang. I have to tell her. She deserves to know the truth.”

“But we don’t know that’s what happened,” Smit insisted, rising from his mattress and gripping her hand.

“No, but it’s possible.” Lilly squeezed his hand lightly in thanks before pulling away. “If she saw Mercury attack, then the least I can do is tell her it wasn’t her fault. If that means I have to take the fall for her, then so be it.” Her throat burned as she swallowed her fear and did her best to stand tall.

/- - - - - - - - - -/

The afternoon crept by uneventfully. Lilly rebuffed her team’s attempts to cheer her up, instead scrolling through the local news to distract herself. That proved a terrible mistake.

_Beacon Breaks Haven Hopeful_

_Headmaster Ozpin Questioned After Vicious Student Assault_

_Five Arrested in Protest Outside Coliseum_

_History Repeats Itself_

The last one was particularly worrisome, as the headline came with a pair of images. On the right, Yang stood over an injured Mercury, who clutched at his leg. The left image was from Signal and showed an all-too-familiar scene as a younger Bianca was loaded into an ambulance with a similar injury. The narrative that followed described that fateful spar in grisly detail, claiming a pattern of needless violence on Yang’s part. The online article even had footage of Yang obliterating a Paladin in one hit, then pivoted to how devastating that level of force on a human body could be. With each paragraph, the reporter cast Yang as an uncontrollable psycho while making the reader question who would be next. It went on to note that they hadn’t received a statement yet from Beacon, Ozpin, or Yang, opening the door for a possible cover-up, just in case the initial allegations weren’t bad enough.

 _Yang’s not like that,_ she wanted to scream. Actually, she felt more like strangling the pathetic excuse of a reporter who wrote that drivel, but neither option sounded like a good idea. Instead, she flipped to another article about the new schedule for the Tournament. Basically, everything had been backed up by a single day, with the next fight taking place tomorrow afternoon. It went on to detail how tickets for today’s fight would count toward tomorrow still.

Another article described the additional security measures being put in place at the Coliseum. Mostly, it meant longer wait times due to increased screening at the entrances, but it also noted a slight uptick in soldiers patrolling the area. The article tried to paint it as moves to protect the attendees, but Lilly figured it had more to do with the protests popping up outside the arena. One had turned a little violent, but had quickly been subdued by Atlas security. Thankfully, most people had already left by then. Security arrested the alleged instigators and ordered the rest to disband, but Lilly doubted that would be the end of it. They’d likely return tomorrow in greater number. She only hoped they’d keep it peaceful with all the civilians around.

Before they left for dinner, Lilly quickly scanned one final article about a recent uptick in Grimm activity. The walls still held, but Atlas had deployed additional soldiers and equipment to reinforce the walls, just to be safe. There was an advisory to those near the walls of increased noise as a result, but for the most part, life went on as normal. If anything, the sudden increase might help in the long run. All the negativity was drawing the surrounding Grimm to a fortified position, meaning the numbers afterwards should be lower. In a way, they’d figured out a method to cull the surrounding Grimm to some extent.

Dinner proved an…interesting affair. Lilly scarfed down her simple meal as fast as she could, but had to wait for her team to finish. In the meantime, she’d listened to the rumors passing around the room, curious as to how the others were taking today’s developments. Quite a few murmured about Yang finally snapping or other such nonsense, instantly earning Lilly’s ire. The few she recognized from class would be facing her in a spar soon if she had her way. She’d enjoy pounding their smug faces into the mat again and again. One guy at the end of their row would pay dearly for his transgressions, even as his friend tried to quiet him. Lilly nearly marched over to break the idiot’s neck after his latest insult against her friend, but was saved the effort by someone else.

The moron had scarcely finished his sentence before a burly hand snatched him by the collar, slammed his face into his own food, and then _hurled_ him into the nearby wall. His partner stumbled to his feet to defend him, but quickly backed down under Cardin’s intimidating glare.

“What? You wanna go, punk?” Cardin growled as the entire room turned to watch. The cowardly boy retreated to help his teammate up, scurrying away from the much larger teen in fear. “That’s what I thought. Anyone else wanna run their mouth about Xiao-Long?”

Several sets of eyes became very interested in their own food once more, but a few people simply rolled their eyes and went back to their conversations. Finally recovering from the surprise attack, Cardin’s victim pushed off the floor and shouted about how much trouble Cardin would be in. Noticeably, he didn’t come any closer or vow his own revenge. Cardin took a menacing step toward the boy, who promptly fled the cafeteria. The former bully quickly scanned the room for anyone else, stopping for a moment when he saw Lilly to give her a slight nod before the doors the boy had fled through flew open.

“Mister Winchester!” Goodwitch stormed in, eyes focused on the armored teen, who was already heading her way.

“Yeah, yeah. I know.” Cardin tempted fate as he marched to Goodwitch, following her out to whatever punishment awaited. Despite facing Miss Goodwitch’s legendary fury, he strode purposefully with a satisfied grin and head held high. His team calmly finished eating, cleared their trays, then came back to get Cardin’s leftovers and even picked up what the two boys had left behind before departing.

“Guess even Cardin’s getting sick of it already,” Randi chuckled as she washed down the last of her food.

“Duh! Cool Rage for the win!” Smit cheered, leaving Lilly completely lost.

“Cool Rage?”

“Yeah, our hall name,” Smit answered, as if that somehow explained everything. “You know, like a team name, but made up of teams. Cardinal, Laser, Ruby, and Juniper. Cool Rage.”

 _CLRJ for Cool Rage. Stupid name, but at least the letters work out._ Lilly arched an eyebrow at the strange moniker, even as her mind raced furiously for an alternative. _Hm…LR could make Laser, but how do I combine the other two? The J is a real problem. Maybe if I steal his idea with CL for Cool. Maybe Cool Jasper? JCLR makes Jocular. Kinda fun, but not sure I can justify a color._ The four letters continued dancing in her head. _Rage Lick? Real Joke? Lemon Curd?_ None of them sounded good. _Man, the teachers must hate making names for the teams. Guess I shouldn’t complain about Team Laser._

“Ignore him,” Honey insisted, much to Smit’s chagrin. “Besides, we settled on Hall Cordial last night.”

“C, R, J, and L,” Randi explained, filling in the gap. “Kinda makes Cordial, which sounded close enough to a color.” Lilly considered the name for a moment, wondering why she hadn’t come up with that one. _Kinda works. It’s practically a color._ If they could have Laser and Atlas could have Funky – which still made her cringe – Cordial should be fine. _In fact, considering Coco’s team is named Coffee, our hall name is more legitimate than our team’s._ Besides, with an alternative of Cool Rage, she could live with Cordial.

“Whatever. You guys done yet?” Lilly’s heel bounced impatiently as she watched her teammates hurriedly finish their food, already rising by the time Smit stuffed the last of his food in his mouth, who quickly found it difficult to swallow. As Smit masticated the oversized mouthful, the team quickly dumped their trays in the return and did their best to keep up with Lilly’s charge to the dorms. Coincidentally, they wound up reaching the elevator just as three quarters of their neighboring team were boarding. “Hold the door!” Lilly managed a muffled sound that vaguely resembled a “thank you” as the seven teens crammed themselves into the small space. Not for the first time, Lilly wished the dorm elevators were as spacious as the admin building’s.

“Any update on Y–”

“We haven’t been back yet,” Weiss grunted as she struggled for space, trying not to squash Ruby, who held a small food box close lest it be crushed. With Ruby behind her and the giant form of Randi in front, the only way she could push was into Smit’s side, which crushed him against Lilly. He whispered a quiet apology as the two became _very_ close, even as she did her best to ignore the small grin on his face.

“Sorry,” Lilly called back, pressing herself as much against the wall as she could manage. She couldn’t help but laugh at the sight of her partner, who had shrunk as much as possible and looked like a small child hiding in the corner. Another quiet apology from Smit confused her…until her nose alerted her to a new problem. When the doors finally opened, they practically spilled out of the elevator gasping for air. Smit’s sheepish grin earned nothing but glares from the half-dozen girls surrounding him before the entire group set off for RWBY’s room.

Weiss led the way, but stopped at their door before opening it. “Why _exactly_ are you so eager to see her?” While Ruby seemed eager to get inside, both Weiss and Blake stood firm, eying the assembled team suspiciously. After all the rumors flying around, Lilly could understand them being on guard and quickly moved to assure them of her intentions.

“We trust Yang, but we…no, _I_ need to hear her side of the story.” Making it sound like the whole team demanded an audience felt unfair. They were just along for the ride. “It’s important.”

Before Weiss could press the matter, though, Ruby impatiently jumped in. “I’ll check if she’s awake. Don’t want to let her food get cold.”

“Pretty sure she’s up,” Randi commented, cocking an ear toward the door. “Talking to some guy. Or, she was, but I think they’ve finished.”

Sure enough, the door opened to reveal a rather tall, beleaguered man whose simple clothes worked strangely well with the weathered cape hanging behind him. His sharp, red eyes roved over the group quickly, pausing briefly on Randi before he spoke up. “Looks like you’ve got company, firecracker. I’ll catch you later.”

“Uncle Qrow?” Ruby asked, blinking up at the guy blocking their entrance.

“You again!” Weiss shouted, stamping her foot down as she balled her fist and marched up to him. “How dare you disrespect my sister like you did. As a member of the Schnee family, I demand that you apologize at once!”

“Whoa there, mini Ice Queen,” Qrow answered in a somewhat raspy voice. His charming smile spoke of measured confidence, but Weiss seemed unimpressed. “Look. I already talked to Winter about it. She and I have a… _special_ relationship. You’ll understand someday.”

“Relationship?” Weiss nearly tripped over the word. “What do you mean, relationship?”

“I mean we’ve known each other for a while now.” Qrow’s answer did little to discredit the scandalous thoughts already hanging in the air. “We have a sort of love-hate relationship, I guess you could say. Sometimes, it’s more hate than love, but what can a guy do?”

Lilly had a feeling he was purposefully alluding to things just to mess with Weiss. Thankfully, Weiss seemed to figure it out on her own. Lilly almost felt sorry for the guy, but he kinda had it coming at this point. “How _dare_ you insult my sister like that! She would never lower her standards for a vagabond such as yourself. Why, you should count yourself lucky to even know someone of her grace and stature. Just wait until I tell her of the slanderous lies you have tried to spread. When my sister gets through with you…”

The ranting continued on and on as Qrow turned to Ruby just in time to intercept the red missile, squeezing her briefly against his side. “Think I got to her, squirt. Take care of your sister for me?”

“You got it, Uncle Qrow,” Ruby smiled back as he stepped away, pushing past Mount Schnee with reckless abandon.

“Ice Queen. Kit-kat.” Blake growled quietly as he passed. He stopped briefly at their team and looked over the four. “Other people I don’t know. Hey, wolfie, you got the time by chance?”

Randi glanced at her scroll. “Twenty after five,” she dutifully answered.

“Hm. Gettin’ a little late. Make sure you keep an eye on the clock.” And with that, Ruby’s uncle slipped past them and disappeared down the hall. Lilly found the whole exchange a little weird, but figured she could ask about that later. For now, the door to RWBY’s room was open, and she had more pressing matters to handle.

The team quickly filed into RWBY’s room, easily spotting Yang leaning near the open window as the light breeze gently waved her hair at them. Yang turned as the door closed, eyes widening as she realized just how many people were facing her, but remaining quiet. Lilly could tell her friend had been crying recently and doubted it was the first – or last – time. Overall, Yang looked like a wreck, but held herself together as best she could.

“We’re back, Yang,” Ruby cautiously announced, even though Yang could clearly see them. “We brought some food. You get any rest?”

“How can I sleep after what happened?” Yang angrily mumbled as she plopped down on Blake’s bed and accepted the box of food from her sister. After taking a few quick, greedy bites, she pointed her plastic fork at Lilly and her team. “Wasn’t expecting company.”

Lilly took that as her cue and stepped forward. Yang watched her warily as she continued eating. “Sorry to come unannounced, but I needed to ask you something.” When Yang didn’t bother to answer, Lilly took a deep breath and dove in. “I need to know what happened today – why you attacked Mercury.”

“Oh great, more _friends_ needing proof to trust me.” Yang’s words bit, but Blake seemed the most affected. The quiet faunus of Team RWBY did her best Honey impression, shrinking back behind Weiss while keeping her eyes fixed on the floor. “Before you start the interrogation, I’ll go first. Why should I bother telling you anything?”

“Because I believe you,” Lilly rushed to answer.

Yang’s eyes narrowed as they probed Lilly for any hint of deceit. Cautiously, Yang asked, “What do you mean you believe me? I haven’t even told you what happened.” _Good point._ Lilly didn’t want to spill her side until she heard Yang’s, just so she could be sure they matched. Call her crazy, but she needed to know _every_ detail was identical. “You want to know what happened? Turn on the news. I’m sure they’ll be playing it all day.”

She scrambled to explain her way out of the corner she’d put herself in, but Smit beat her to it. “C’mon, Yang. You may be a hothead, but do you really expect us to believe you just smashed Merc’s leg for the heck of it? We believe you, because we believe _in_ you.”

Lilly could only smile gratefully as Smit shot her a quick wink before stepping back again. His words had a clear impact on Yang, who sat a little taller, as if some of the weight had been lifted from her shoulders. Even then, her newfound hope struggled with reality and lost, the hint of a smile dying off the moment it appeared.

“Everyone saw–”

“Screw what everyone else saw!” Lilly shouted, losing her patience with Yang’s evasive answers. “I asked what _you_ saw. I’m not leaving until I get an honest answer, so are you gonna cut the crap or am I sleeping in here tonight?”

If nothing else, that sure got a reaction from the room. Blake nearly jumped at the sudden explosion, while Ruby had actually fallen onto Weiss’s mattress in shock. Behind her, Lilly imagined Honey nearly fainting while Smit held back a laugh. She doubted Randi even flinched, but could already hear the quiet lecture she’d get later. With everyone staring at her, though, no one seemed to notice Yang until a soft chuckle broke the silence.

“Heh. You know, sometimes I wish you’d embrace your fiery side more,” Yang laughed quietly, the merriment fading away quickly but providing a needed morale boost nonetheless. “Fine, I’ll tell you, but only if you promise not to think I’m crazy.”

“No more than usual,” Lilly quipped back. The friendly banter seemed to relax the rest of the room as Yang tried to explain.

“Mercury was tough, but I pulled out the win. Everything was great at first. I wanted to go find my team to celebrate for a bit, but as I passed Mercury, he got upset. I saw him attack _me_ , so I attacked back. The next thing I knew, I was being arrested and the replays showed me attack him for no reason.” Yang angrily dug into her meal once more as she grumbled, “So, you sure you still believe me?”

Honey tugged at Lilly’s sleeve, but Lilly shrugged it off, knowing her team had heard the same confirmation she’d gotten. Lilly probed further with a bit more confidence. “Only if you can confirm one more thing for me.” Yang shrugged, not even bothering to look up again and thus missing the sudden shift in mood. “Could he really not come up with a better comeback than _not gonna be a next time, blondie_? I mean, if you’re gonna announce an attack, you’d better have some good material, right?”

Yang made to answer before a sudden realization had her jaw dropping to the floor, allowing a disgusting mess of half-chewed food to fall out. It never reached the ground, as Zwei dove onto his back, sliding to catch the free snack at the last second before pawing at Yang for more. Slowly, Yang’s shocked face turned back to Lilly, taking a full three seconds or so to finally regain control of her mouth.

“W-wait. I didn’t tell anyone…how would you…” Yang tried to shove the pieces together in her mind, jerking back as they finally fit. “You! You used your Semblance on me.”

And suddenly, the Blake was out of the bag. _I really need to stop spending so much time with Yang._ Lilly had worked hard preparing herself for this exact moment. She tried to remember her prepared apology, but just to be safe, she kept her aura up. She wouldn’t blame Yang for wanting to hit her, but there was no reason to let it hurt more than necessary.

“Look, Yang, I’m sorry,” she quickly began, not able to look her friend in the eye. “I thought the whole Coco thing was a fluke or something, but my Semblance is out of control. I’ll tell the Headmaster what happened. I’m not sure how much it will help, but maybe he can t–”

Lilly couldn’t finish as a pair of arms wrapped around her, lifting her off the ground as Yang squeezed the life out of her. She’d expected a slap. Maybe a punch at worst. But this felt like Yang wanted to break her back. _Not like this. Not like this!_

“Thankyouthankyouthankyou!” Yang shouted, twirling them around before finally dropping a very confused Lilly on her butt. _Wait, what?_ “You saw it too, right? He attacked me! I didn’t want to hurt him too bad, but I wasn’t about to let him get away with something like that! I’m not crazy.” The revelation must’ve felt anticlimactic to Yang, who immediately turned to the window and yelled, “You hear that? I’m not crazy!”

Lilly picked herself off the floor, idly wondering if shouting out the window was the best way to prove one’s sanity. “Yang, I’m not sure you understand. I think my Semblance is–”

“No, I heard your stupid apology. I’m just not buying it.”

“But this is the second time I made someone s–”

“Nope.”

“I made you see–”

“Nope.”

“Yang! Let me finish!”

“Nope!” Yang could barely control herself as her laughter threatened to overtake her once more. “Look, Lilly, I appreciate you trying to fall on the sword for me and all, but we both know that’s a bunch of bologna.” Yang grabbed both of Lilly’s arms before she could mount another protest. “You’ve connected with me who knows how many times. You even tried it this morning. I don’t believe for a second that this was your fault. Forget believing in me. Try believing in yourself for once.”

“But, if it wasn’t me, then what made you see him attack like that?” Lilly questioned in disbelief. Having Yang trust her was nice and all, but it didn’t just magically explain away what they’d both seen. “And what about Coco? Both of you saw some sort of hallucination while I was connected. How can you know it wasn’t me?”

“First of all, because I said so,” Yang smugly answered, even if her logic didn’t amount to much. “Secondly, do we even know if Coco saw that?”

“Oh!” Ruby suddenly perked up. “I ran into Velvet on our way back. She said Coco kept claiming she’d seen Yatshuhashi in the forest, just like you described.” Ruby ducked her head a little as she found herself the sudden focus of attention. “I…I didn’t tell her about your Semblance, though. Wasn’t sure that would really help anyone.”

“Okay, so Coco _did_ see what you saw,” Yang amended. “All that means is that whoever messed with Coco went after me next.”

“Oh my gosh,” Ruby exclaimed loudly. “We have to tell Ozpin!”

“I doubt the Headmaster can get your sister’s name cleared just because a friend saw the same trick,” Smit hedged. Ozpin knew about Lilly’s Semblance, but what would the word of one teenager do against thousands of witnesses and an international broadcast? It would just look like a weak attempt at an excuse.

“Well, duh!” Yang answered. “That’s not what I meant, though. It’s too late for me, but they need to know before someone else gets hurt. And when we find the dirt bag behind all this,” Yang’s fist pounded into her other hand as her eyes flushed red, “I’m gonna break more than just his leg.”

“You guys really think someone is rigging the Tournament through some sort of illusion-based Semblance?” Lilly asked in bewilderment. She _really_ wanted to get on board with this one, but the whole thing still sounded a little crazy. “That’s a pretty serious claim. I doubt they’ll believe us. Probably just see it as some sort of excuse.”

“But what if Yang’s right?” Blake stepped in. “If someone really _is_ behind this, isn’t it our duty to tell the faculty?” _Said the girl who kept running off to face the White Fang alone._ “We can’t just stand by and let someone else get hurt…or worse.”

“We’ve already seen dust robberies, terrorists in the city, and the CCT bombed. It’s been less than a month since the White Fang drove a train into the city and unleashed Grimm into the streets.” Weiss rattled off the various plots that had unfolded recently one by one. “And that was just this year! Is this _really_ that unbelievable?”

Lilly couldn’t really disagree. _I guess we’ve seen crazier._ “Fine. Assuming you’re right, how do we go about getting word to Ozpin?”

“He should be in his office,” Ruby pointed out.

“Maybe, but what makes you think he’ll just let us waltz in with such a flimsy case?” If it was Lilly, she doubted she’d let someone like Yang march in with a bunch of friends to propose some big excuse. “I mean, it’s just a bunch of us first-years. Worse, they know we’re close, so obviously we’d support you. We need more.”

“She does have a point,” Weiss admitted, already losing herself in thought as to how they’d get around the latest obstacle. Lilly hated to be the downer of their party, but if they wanted to be taken seriously, they needed a serious approach.

“Hey, Ruby. You still got Velvet’s scroll number?” Ruby nodded in assent to Yang’s question, tossing her scroll to her sister as proof. Yang quickly tapped the screen, initiating a call with the older faunus.

“Yang…what are you up to?”

“Nothin’ much. Just figured we’d call in the big guns.” Yang’s grin turned vicious as the call connected. “Or rather, _the_ big gun.”


	43. Confronting Faculty

_You know, I haven’t been in the Headmaster’s office since the start of our mission,_ Lilly thought to herself as she stood awkwardly beside her team. _How does he get anything done in here? That ticking must get annoying._ The rhythmic throbbing of the giant clock gears beneath them droned on, causing a slight vibration with each advancement of the massive timepiece. _Then again, maybe that’s why he still has so much paperwork._ The piles of papers on the Headmaster’s desk had never been present in their previous visits, but maybe he just hid them before they arrived. Then again, with the ongoing Festival and Yang’s incident only hours ago, it could’ve just been a sign of his increased workload. Ozpin probably looked forward to the end of the school year as much as they did.

Speaking of Ozpin, the man probably could’ve been a champion poker player, given how calm he remained in the face of the three assembled teams. Especially given how the edge of his desk creaked and groaned in Coco’s angry grip as she stared down the much older man through her dark shades. Lilly thought it an odd accessory so late at night, but knew better than to question Coco’s sense of style. In spite of the situation, Ozpin calmly set down the form he’d been looking over, taking a long sip of his coffee before clearing his throat.

“Miss Adel,” the Headmaster greeted from his chair, looking up to the second-year leader over his steaming mug. “I neither expected nor desired visitors this evening. I would have thought the inactive elevators had made that clear enough.”

“Might want to get those fixed,” Coco growled between great, panting breaths. Her shoulders rose and fell with each violent burst of air. She jerked her head toward a door to the side, keeping her eyes locked on Ozpin’s. “Took the stairs instead. Figured we’d let ourselves in.”

“So I noticed. Well, you have shown such diligence in seeking me out. Why don’t you tell me what’s so urgent that it could not wait until morning?”

Coco stood a little taller, flicking her head to force her hair back into place before replacing her beret. “Made some new friends this evening,” Coco nodded to where Lilly and her team stood, none of them sure what to do but content to await Coco’s lead, “and they had such an interesting story, that I just _had_ to come share.”

Part of Lilly now regretted enlisting the aid of the bombastic girl in confronting Ozpin. Yang had gotten in contact with Velvet and insisted they all meet up. Coco seemed less than impressed at first, but agreed to hear them out after some prodding from Velvet. Yang basically threw Lilly into the middle of the whole thing, insisting she had some valuable information but not specifying what. All eyes had turned to her as she carefully described the nature of her Semblance and, more importantly, what she’d seen during Yang’s fight. Coco’s teammates seemed uninterested in the details, but the moment Lilly mentioned Yang seeing Mercury attack her, Coco had suddenly become _very_ curious.

Lilly could still feel Coco’s fingers digging into her arms as the older girl demanded to know if she’d seen anything during her fight. She was sure she’d be sporting some nasty bruises in the morning. Lilly described exactly what she’d seen, even as Coco’s face began to light up in excitement. Her team looked to one another in confusion as the pieces fell into place, ending with Coco turning on them suddenly, insisting she’d been right all along. The guilty looks on her teammates’ faces hinted that they’d doubted her and felt guilty, even if Lilly couldn’t exactly blame them.

Yang insisted they needed to tell Ozpin about what happened. If someone had targeted them already, then no one was safe. The Headmaster had to be warned.

Coco quickly gained brownie points with Lilly by pointing out a flaw in their plan. They needed some way to convince the Headmaster what had happened. Something more than the word of a few students claiming to be victims of a mysterious illusionist. The group went silent at that, aware that they’d be asking a lot with little to offer. At least, until Lilly finally spoke up.

Lilly recalled her visit to the infirmary after Coco’s loss, telling the group about the details she’d given Bianca. Every detail had been recorded in Bianca’s notes, and since Coco hadn’t woken up yet, there was no way they could’ve coordinated beforehand. Even better, Bianca had shown the notes to Tsune. The school’s own doctor had all the evidence they needed to prove what Coco had been through. She’d scarcely finished telling Coco before the girl marched off, angrily yelling the Headmaster’s name at the top of her lungs.

As Coco said, they’d found the elevators locked out when they arrived, but Coco seemed to know the layout pretty well and soon had them all sprinting up the enormous staircase. Her occasional shout of Ozpin’s name likely heralded their arrival as the remaining eleven students struggled to keep pace with the enraged Coco.

“A story, you say?” Another quick slurp of caffeine. “While I appreciate stories as much as much as the next man, I’m afraid I am not in the mood to hear any right now. With today’s… _unfortunate_ events, I have precious little time to indulge in such. Hence, the locked door.”

“I knocked,” Coco insisted, finally sitting down in one of the only two chairs facing Ozpin’s desk.

Lilly wasn’t sure yelling “knock, knock!” as you kicked someone’s door off its hinges really counted.

The Headmaster narrowed his eyes as Coco slammed her booted feet onto his desk, but chose not to comment on the disrespectful display as Coco continued. “So tell me, Oz, are you aware of Lilly’s Semblance?”

“I wouldn’t be a very good Headmaster if I didn’t,” Ozpin grinned, content to play along for the moment. “I know _all_ of my students’ abilities, Miss Adel, including how you–”

“Uh-uh.” Coco wagged a finger as if correcting a small child. “Allow a girl _some_ secrets.” _Rats. I was really hoping to figure that one out._ Lilly felt confident in saying the illusions weren’t related to conflicting Semblances, but that didn’t mean she wasn’t still curious about the older team’s powers. “Anyways, Lilly here tapped into the fights for me and little miss leg-breaker here. Says she saw something interesting. Something no one else saw.”

“Is that so, Miss Azura?” Ozpin didn’t look overly surprised by the news, but the man rarely showed much emotion. The most Lilly had ever seen from the man was his small hints of amusement, usually at some joke no one else was privy to.

“Yes, sir. It was a little weird, like I was seeing two things at once. The images were brief, but I’m fairly cert–”

“She saw Yats in my fight yesterday, then saw that Mercury kid attack Yang after their fight.” Coco interrupted Lilly’s rambling explanation, driving straight to the point. “Thing is, me and blondie saw the second image. We think someone made us see it. Tricked us with some sort of illusion Semblance or something.”

“That’s a pretty serious accusation, Miss Adel, and not one I can entertain without some sort of evidence. Sadly, the word of a few students after the fact will not be enough to convince most people.” And just like that, Ozpin had swiveled to Lilly’s main concern. She still couldn’t ignore the possibility of her own Semblance being at fault, even if the others could. Without proof of someone rigging the fights and a possible alternative in her Semblance, why should the Headmaster believe them?

Coco seemed less willing to give up. “Our resident mind reader here wound up in the infirmary after my match. Guess this whole illusion thing messed with her head a bit. Anyways, she told the nurse girl ab–“

“Bianca,” Lilly hastily interjected.

“Fine, _Bianca_.” Coco repeated deadpan, less than impressed with Lilly’s needless interruption. _Sheesh. Excuse me for trying to help,_ Lilly quipped internally. “Anyways, she told the girl everything she’d seen. Nurse wrote it all down. All you have to do is check the notes.”

Ozpin listened closely, considering her reasoning with a flat expression before poking more holes in their theory. “People often alter their stories to fit another. Perhaps you or your team spoke to her beforehand. Even a small detail could influence her recollection.”

Lilly’s breath hitched. Ozpin wasn’t saying they coordinated, necessarily, but simply that they could’ve led her in a similar direction. Basically, inadvertent witness tampering. Worse, she actually _had_ met with the rest of Coco’s team before going in the infirmary, and had admitted as much to Bianca. _But we never mentioned what Coco saw._ A more cynical part of her mind pointed out that it didn’t matter. Unless Ozpin had the waiting room rigged with microphones – which would be a pretty disturbing breach of privacy – they had no way to disprove Ozpin’s suggestion. Yet again, they were back to square one.

As Lilly’s doubt continued to take hold, she noticed Coco shared no such concern. If anything, the older girl seemed to be expecting the Headmaster’s rebuttal. Still relaxing in her chair, Coco called over her shoulder, “Hey Lilly! You ever run into the psycho that this guy calls a doctor? Fox lady. Manic smile. Probably holding something sharp and metallic.”

“I met Doctor Tsune after the Breach…after Yang’s injury,” Lilly responded, causing Yang to shiver as some memory seized her. “But she didn’t come by during my visit yesterday. Bianca said she was too busy.”

“There ya go,” Coco announced victoriously, leaning her chair back on two legs to bask in her glorious triumph.

“Forgive me, but I fail to see how the good doctor’s workload lends credence to your claims.” Lilly couldn’t help but agree. At best, it was circumstantial evidence, but it could just as easily mean Tsune trusted Bianca to handle a simple migraine. Lilly really hoped Coco had a better argument than that.

“You really think Doctor Lunatic would pass on a head case like that? We’re talking about someone that she could have committed for observation. Maybe even indefinitely.” Now, it was Lilly’s turn to shudder. She didn’t know exactly what went on in that infirmary, but you didn’t get a reputation for nothing. Yang still refused to talk about what she’d seen in there, but vowed never to return. Apparently, Doctor Tsune didn’t have many repeat visits…at least, not willing ones. Lilly dreaded to imagine what horrors would’ve awaited her. “Your _esteemed_ doctor only missed out because she was too busy with me. Because I hadn’t woken up yet.”

Coco had a weird way of proving her point, but it worked. Ozpin had no response as Coco tilted her glasses down and sat up, her feet thudding back onto the floor as she became more serious.

“But you already knew that, didn’t you?” Lilly gulped as the atmosphere of the room shifted. _Is she accusing the Headmaster of something? That wasn’t part of the plan!_

Looking back, Lilly realized there hadn’t actually _been_ a plan.

“Miss Adel, while I appreciate your confidence in my abilities as Headmaster, I’m afraid even I am not omniscient.”

“Oh, c’mon Oz, don’t give me that crap!” Coco batted his defense aside with a wave of her hand. “Nothing goes on in this school without you knowing. You probably watched our approach through your little cameras all over campus.” Rather than deny the claim, Ozpin quietly touched something on the underside of his desk, causing the nearby monitor to sink out of sight. _Wait, if he saw us coming, that means he could’ve let us use the elevator!_ After the exhausting climb to his office, Lilly found it hard to side with the man. “Which begs the question, why haven’t you done anything about it? What’s the holdup? You need a few more of your precious students’ lives ruined on TV before you do something?”

With a heavy sigh, Ozpin rose from his seat and slowly walked to the side, staring out at the lights of the city and the ominously floating Coliseum lurking above in silence. Beyond, the shattered moon shone brightly in the clear night sky as the twinkle of a multitude of stars made the whole scene look picturesque. Ozpin’s faint reflection on the clear glass showed a small break in his typically calm demeanor as he quietly watched over his domain, letting Coco’s words linger in the stillness of the office behind him, his lack of response tacitly proving Coco correct.

Finally, his quiet voice carried a single question to each of them. “And what could I have done?”

“What could you have _done_?” Yang practically growled as she stepped forward, fists balled tightly at her side.

“Yang…” Ruby reached out to calm her sister, but Yang jerked her arm away, unwilling to let this go.

“Not this time, Ruby,” she snapped, causing her sister to shy away. Her red eyes scanned her shocked audience, daring any of them to disagree. “He knew! He knew all along that something was going on, and he did nothing! First, Coco’s left to think she’s lost her mind, then I…I had to go through that…that _crapshow_ today! He watched them march me off at gunpoint like some sort of violent criminal!” Yang’s fury quickly turned back to the focus of her rant. “You ask what you could’ve done? You could’ve stood by us! You could’ve let us know what was going on! You literally did _nothing_!”

“And what would that have accomplished?” Ozpin asked as he turned to face his accuser. The lines on his face spoke of the strain he tried to hide, keeping his voice even despite the rage being poured upon him. “How could I convince people to believe what they could not see? Whether we like it or not, the world watched you injure a helpless opponent. Negativity is spreading like a plague upon my city. Already, the Grimm are growing in numbers many have never seen in their lifetime. If I tried to defend you, people would accuse us of a cover-up, which would only make things far worse. You can bet the Council would remove me if they even thought I would do so.”

“So I take the fall to protect your stupid job? How is that fair?”

“Life is rarely fair, Miss Xiao-Long,” Ozpin sighed. “But understand…my job, as you called it, is the only reason you are still here. There are many who believe I should expel you. Others call for much worse. I have had to call in nearly every favor I possess to contain this situation, as well as many I will undoubtedly pay for in the future.” Ozpin returned to his desk, taking a long sip of what was likely a cold cup of coffee at this point. “You say I have done nothing, but by keeping you a student here, I am able to protect you. Much as I did after the nightclub…or when a certain team led a murderous robot onto a highway.”

Ozpin’s words began to drain Yang’s energy from her as he showed his hand. _Just as I thought,_ Lilly silently considered. _Yang’s actions basically broke international law._ Anyone else would’ve earned themselves a substantial jail sentence. _Heck, this isn’t even the first time he’s stepped in for us._

Yang’s teammate was once a terrorist. Sure, she’d changed, but that didn’t magically undo her past. Blake and Sun had led a Paladin onto a highway, killing dozens of people as a result. Sun had even been arrested on multiple charges before, but Ozpin got him out within a day. Even Smit had likely been a benefactor of the Headmaster’s silent protection.

Lilly was certain Ozpin knew what happened at the docks. A place like that was bound to be covered in security cameras. Sure, people might forgive him for killing terrorists, especially during an attack, but any adequate lawyer only needed a few photos of Smit’s massacre to turn him from defender of the people to a monster in the eyes of a jury.

“But if someone is rigging the fights, why haven’t you done anything about it?”

“Many times in life, Miss Rose, the best course of action is not the easiest,” Ozpin continued wearily, likely recalling some of those difficult decisions he’d made over the years. “Even now, I am forced to choose between terrible options. As I said, the Grimm threat has grown significantly. Rest assured, the walls are holding, but if people knew the severity of the situation, panic would grip the city in an instant. As Huntsmen, we serve as a shield against not only the Grimm, but also the harsh realities of life.”

Lilly recalled the reports she’d read about Grimm levels increasing, but the videos from the wall didn’t look _that_ bad. “But the news reports showed–”

“Exactly what we wanted them to,” Ozpin finished. “What they do _not_ show is the teams of Huntsmen beyond the walls, silently standing against a rising tide of Grimm. And there they will stay until we can calm the populace once more, at which time the surge of Grimm will dwindle.”

It would’ve been much safer to put the Huntsmen on the wall, but then the full force of the Grimm would be brought against the city. Until the Breach, many people in Vale had never even seen a Grimm in person. Now, the city knew just how devastating they could be. Seeing hordes of the monsters challenging the city’s defenses would, as Ozpin said, cause a panic, which would only increase the negativity and draw more Grimm to them. The cycle would continue until Vale faced an all-out siege.

“I had hoped this was a lesson for much later in your lives, but it seems fate has not been so kind. There is more going on than meets the eye.” Ozpin’s ominous warning had them leaning a little closer to listen. “Dust robberies. White Fang infiltrating the city. Grimm released into our streets. And now, a student deceived into harming another.”

“Wait, you mean to tell us that you think it’s all connected?” Smit asked. What Ozpin suggested meant that the illusions were merely another piece of a much more sinister plot. Lilly doubted the White Fang had driven a train into Vale and attacked citizens to help someone win the Tournament.

“What I am telling you is that I do not believe in coincidence, Mister Brendis.” Ozpin stared directly at Smit as he spoke. “Much as I do not believe that this is the first time one of my students has been attacked this way.”

Given who he was speaking to, it wasn’t hard to guess what he meant. Smit came to the same conclusion. “The dance…” he muttered as his mind raced to piece things together. “That night. I thought I saw…no, I _know_ I saw Yang. We walked to the CCT.” Even though it felt childish, Lilly couldn’t help the small bit of jealousy that took hold when she remembered Smit’s prior obsession with Yang. “Are you saying that was another illusion? But why?”

“It is possible they wished to test their ability against a student. Or, perhaps they wished to frame you for the crime to cover their own tracks. The injuries certainly point in that direction.” Smit shook off some disturbing image, but didn’t say a word. Both LHSR and RWBY were well aware of the basics of that night, both from Ironwood’s description and Smit’s retelling to Ozpin that night, but ­­Lilly had a feeling the scene rivaled the macabre one at the docks.

“If all this is leading to something bigger, why not cancel the Tournament?” Ruby questioned from her position beside Yang.

“Because that would likely play into their plan even more,” Ozpin answered quickly. “For whatever reason, this individual’s plans seem to focus on generating negativity. I suspect they wish to stretch our defenses thin, which they have already accomplished to some degree. It seems the general’s army was needed after all.” Ozpin looked like he hated to admit that fact, but with the deployment of Huntsmen beyond the walls and the growing unrest within, reinforcements had quickly become a necessity. “We have delayed the Tournament for a day to let the people calm down a little, but what we need is a distraction. I’m afraid we must rely on people’s forgetfulness where their forgiveness has failed.”

 _So Ozpin plans to let Yang’s attack become old news._ Tragedies only lasted as long as the news cycle nowadays. The evening news would spend every moment talking about today’s tragedy, but by tomorrow afternoon, the shiny object that was the Tournament finals would steal most people’s attention once more.

“You think they want the people in an uproar?” Honey asked.

“That is our best guess, based on their recent actions,” Ozpin answered. “I had considered the negativity a byproduct of their plans at first, but they are clearly intent on keeping the public outrage at an all-time high. Miss Lavender is always quick with a story, but her network managed to put together that piece on your Signal incident a little too quick, even for them.”

 _Someone tipped them off. Someone who knew this was coming and did the research ahead of time._ Lilly had wondered how they got Signal to give them a statement so quickly. Much like Beacon, the school preferred to handle matters internally and rarely spoke to the media until they’d conducted their own investigation. That VNN had gotten not only details, but even pictures of the incident, spoke of a setup.

“Unfortunately, the tip was anonymous, so we were unable to trace their lead. Not that I expected them to cooperate in the first place.” News outlets knew giving up a source would make others less likely to turn to them. Some even accused Lisa Lavender of having contacts within Torchwick’s organization. Such contacts would’ve proved valuable to law enforcement, but the seasoned reporter was unlikely to offer them up.

“Then how do we find them?” Lilly asked. “I mean, it could be almost anyone with a Semblance.”

“That’s true, but we are working to narrow the list down a bit,” Ozpin assured her. “The key is the illusionist. He may not be the one in charge, but he is definitely important to their plan and will have valuable information. We can assume they were present for both Miss Adel’s and Miss Xiao-Long’s fights, but cross-referencing ticket sales did not produce many results. We must assume it is someone with a trained Semblance, considering the intricacy of the illusions. Part of my reason for deploying so many Huntsmen, both beyond the wall and to patrol the city itself, is to remove them as possible suspects should our illusionist strike again. I also have someone I trust investigating some leads at the moment.”

“You mean Qrow, don’t you?” Randi guessed, drawing a brief gasp of surprise from the man’s nieces.

“Uncle Qrow works for you?” Ruby questioned in disbelief.

“Qrow Branwen is a trusted friend and has agreed to assist in the matter, along with a handful of other Huntsmen I know can be relied upon.” Ozpin’s answer seemed sufficient for the two girls. “Rest assured, we are doing everything within our power to locate those responsible and bring them to justice.”

Lilly wondered exactly what kind of justice they had in mind. Given everything they’d done so far – the CCT, the Breach, and now the Tournament – she imagined it involved something along the lines of a short rope and a long drop. With everything her and her friends had been put through, she wasn’t sure she’d complain. She just hoped they could find them soon.

“What can we do to help?” Ruby had the same line of thinking. Some may have claimed she wanted revenge for her sister, but Lilly knew better. Ruby was such an idealist. She wanted to be a Huntress solely because it was the right thing to do. Stopping whoever lurked behind all this was only natural, given her focus on honor and virtue. Lilly really admired Ruby for her passion, even if she could be a little naïve at times.

“I could always use an extra set of eyes,” Ozpin smiled. “Miss Azura seems to be the only one capable of detecting these illusions. I would ask that you attend the remaining matches and use your Semblance to observe for any irregularities.”

 _My Semblance?_ For years, she’d hated her Semblance for its uselessness. They’d all trained hard at Signal to become better fighters, but while everyone seemed to get amazing combat abilities, like Yang, she’d been stuck with something totally worthless. She couldn’t even use her Semblance in battle without leaving herself exposed. As each of her classmates got their own unfair advantage in combat, she’d been forced to work twice as hard to keep up. She’d never been able to keep pace, though. No amount of training could compete with people that could break the sound barrier, control metal from a distance, or obliterate a weaponized mech suit with a single punch.

Then, Beacon came along. Last semester, she’d been the key to tracking down Blake and Sun, something that no combat Semblance could achieve. The thrill had worn off as Combat Class started back up, but then they’d gotten a special team mission because of her. Sure, she hadn’t been able to find Tukson’s killer, but the very idea it _could_ have worked meant she was valuable. But now, Ozpin – no, all of Vale – was relying on her Semblance. For the first time in her life, Lilly actually felt proud of her simple Semblance.

Watching Tournament fights to catch a bad guy sounded silly, but she knew it would help and readily agreed. “But I can only focus on one fighter at a time. How do I choose?”

“I will leave that up to you, but so far, they have only targeted students from Beacon, so I would start there.” Lilly nodded along to the Headmaster’s instructions. It was just a guess, but he was right. Mercury suffered from the results, but only Coco and Yang had been targeted, as far as they knew. “However, I would ask that one of you stay with her, both to guard her and report on any findings.”

“Pretty sure Smit’s got you covered,” Yang chuckled, causing a slight blush to sneak onto Lilly’s face. Worse, Smit had instinctively stepped closer to her already and bore the same embarrassment at being called out.

“What about the rest of us?”

“While Miss Azura watches the matches for signs of foul play and we investigate among the gathered Huntsmen,” Ozpin began, sealing Lilly’s role, “I must ask the rest of you to keep an eye on your fellow students.”

“You think a _student_ is helping them?” Lilly could understand Weiss’s disbelief easily enough. It was hard to imagine one of their classmates being some sort of villain. _Well, maybe Cardin last semester, but no more than a henchman at best._ They trained for years to fight the very evil being turned against them.

“While I sincerely hope not, whomever is behind this has clearly spent time preparing. It is quite possible that they have arranged for someone young to infiltrate one of the schools.” The very thought was mindboggling, but Ozpin picked up on their doubt and reminded them, “It wouldn’t be a first. Sadly, not all of our students live up to our ideals. Even Torchwick trained at an academy once upon a time.”

 _Torchwick? He was a Huntsman?_ Lilly was honestly more surprised she hadn’t realized it sooner. He had his aura unlocked, a fancy weapon, and clearly knew how to fight. He managed to hold them back at the docks by himself, but she doubted that was his only run-in with other Huntsmen. He’d been caught once or twice – always by Huntsmen – but he’d never gone down easily. Sometimes, he didn’t go down at all, fending off foes until he could escape. It also explained how the eccentric criminal had risen to the top of the criminal underworld so quickly. She doubted the local crime families had just let him waltz into their territory and stake a claim unchallenged.

Lilly stopped to consider if she’d seen anything suspicious from the other students. _Doubt it’s anyone from Beacon._ Ozpin had already claimed to know their Semblances, and if one of them had an illusionary ability, she felt confident they’d be at the top of the list of suspect. _But what about the other schools? I don’t know many of them, but who knows what kind of powers they have._ Obviously, they could rule out some of the ones with obvious Semblances, like Sun – not that she suspected him in any way – but that still left a lot of possibilities. _And that’s assuming they even have someone within the student body._

She couldn’t think of anyone specific, but a sudden thought had her convinced they absolutely had an infiltrator. _Smit’s illusion at the dance._ Smit had claimed Yang led him out for some fresh air, but that meant whoever was responsible had either been inside or somewhere close by. _Other than faculty and the DJs, everyone else was a student!_ Considering the DJs had stayed put after Smit disappeared, she felt safe ruling them and the faculty out, leaving only students as suspects. She thought about asking if Randi remembered anyone else leaving that night, but given how many couples slipped away for _other_ activities, plus the number of late arrivals, the whole thing seemed like a dead end. _At least it proves Ozpin’s theory._

“If you see anything suspicious, alert one of your teachers immediately, but do not approach them. If they know we’ve caught on, they may run or even start something worse. Leave it to us to handle them once they are found.” All twelve students agreed. “Every member of our faculty is aware of the situation and can be relied upon to relay information to myself directly. We are also taking steps to reduce the number of students for you to watch.”

“Really? How?”

“We have decided to host a viewing party of the finals in the auditorium on campus. Some of our kitchen staff will be on hand to provide refreshments. It is my hope that we can reduce the number of students at the Coliseum, if only a little.”

Watching the fights on a screen wasn’t as exciting as the front row seats students had access to, but with all the turmoil today, some might choose the relative safety of staying at Beacon. Plus, free food sure beat the pricey concessions at Amity.

“Anything else you wanna tell ‘em?” Coco asked, distinguishing herself from the first-years clustered nearby.

“I believe that is enough for now,” Ozpin allowed, touching something under his desk again that caused the elevator to open for them. Lilly still felt a little bitter about the monumental amount of steps they’d been forced to race up earlier, but was a little grateful for the free ride down. “I encourage all of you to rest up for tomorrow. It is my sincere hope that we resolve this issue soon. Such a burden was never meant for your shoulders, and I will do everything in my power to lift it from you once more.”

“Run along freshmen,” Coco waved them away, making no move to abandon her seat as she leaned back once more. “The adults need to talk.”

“Is that so, Miss Adel? And what exactly will the nature of our conversation be?”

“I got cheated out of my win, so I think it’s time we discuss compensation.” Ozpin rolled his eyes at the ridiculous comment, but seemed resigned to hearing her out. “I’m thinking of a rather large number for pain and suffering. Care to guess?”

“I can only imagine,” Ozpin sighed, likely aware his night had just gotten longer. Before their troupe reached the elevator, he called out, “Oh, and Miss Xiao-Long, if I could. It may be best for you to stay on campus for the time being. Your presence may only serve to remind people of what happened today. Better to let them assume we are punishing you further. If we can prove who is behind these recent actions, I will insist you receive a full, public exoneration. Until then, it is best to keep out of the public eye.”

The ride down from Ozpin’s office was a little tight, but proved how much more spacious his elevators were compared to the cramped trip up to their hall. Packed in like sardines, Lilly couldn’t believe it when Yang started joyfully humming to herself, then practically skipped down the hall to their room. For someone who had just been put through hell, she sure seemed happy.

The moment RWBY’s door closed behind them, Lilly couldn’t help but address the strange mood swing. “What’s gotten into you, Yang? How can you be so happy right now? Didn’t you hear a word Ozpin said?”

“Yep.”

 _Not this again._ “You realize there’s a dangerous criminal on the loose, right?”

“Yep.”

“And that makes you happy?”

“Yep.” Yang giggled… _giggled_ at her own merriment before explaining. “Look, I’m not happy that someone’s out there causing trouble, but it sure beats the alternative.”

“What, a peaceful day without a conspiracy?”

“No. It means I’m not crazy!” _Verdict’s still out on that one._ “I really _did_ see him attack me. Maybe we can’t prove it to everyone else yet, but it means I can trust myself again!”

  
 _That’s what she’s so happy about?_ It made a little sense, she supposed. All the evidence pointed toward Yang lashing out for no reason, maiming another student all because of a hallucination. Lilly imagined Smit had gone through something similar. But just like that, her concern had been dismissed by Ozpin, who seemed wholly convinced of her innocence, even if he wasn’t able to say so publically. _Then again, he promised to declare her innocence once this is over. She could actually get back to normal!_

Even better, it meant Lilly’s Semblance wasn’t acting up on her. It was all the result of this illusionist, just like Yang claimed. The thought brought a smile to her face, which soon bubbled into laughter to echo Yang’s. The two continued to giggle uncontrollably until Weiss interrupted.

“I’m glad you two are having fun, but we’ve got work to do,” Weiss complained, pushing past Yang to stand in front of both teams. “Whatever is going on, they seem oddly focused on the Tournament right now. Smit will stick with Lilly to watch for any more illusions, but the rest of us should keep busy, too.”

“You’re right,” Lilly admitted, stifling her laughter to focus on the more urgent matter. “Sorry.”

“Who do you think it is?” Honey posed the question that seemed to be burning in everyone’s mind.

“I’m pretty sure we can rule out all of Beacon,” Randi offered, earning nods from Weiss and Lilly. “Ozpin would know if one of them could do something like this.”

“Sun’s team is safe,” Blake joined in, shaking her head softly with a chuckle. “They’re idiots, but they’re sweet. Besides, I’ve seen their Semblances already.”

“Pretty sure we can rule out Mercury’s team, too.” Smit’s elimination of a suspect didn’t meet much resistance. “Emerald jokes about hurting him, but I doubt any of them want their teammate crippled.”

“Even if it was them, they went back to Mistral already,” Weiss said, bolstering Smit’s claim. “While I can see the logic in playing the victim, injuring one of your own would hardly help them in the long run. Plus, the selection is randomized, so they couldn’t have planned that in advance. My guess is that they saw an opportunity and ran with it.”

“That still leaves all of Atlas, and most of Shade and Haven,” Smit pointed out. “That’s a lot of ground to cover.”

Weiss seemed to think they could narrow it down even more. “I’d lean more toward Shade and Mistral. Atlas is a very strict school. It’s not impossible that someone slipped in, but they’d have an easier time with the other two schools.”

“We won’t rule them out, but maybe we can focus on Shade and Haven for starters.” Lilly could vouch for a few teams, but that still left too many teams to watch at once. Plus, what if they decided to change up targets? Most people would be at the arena, but some would linger at the fairgrounds still. It wouldn’t take much for someone to set off a riot there, especially after today’s fight. Lilly could just imagine the horrible images they could twist to start something.

A child being abducted.

Grimm attacking.

Or worse, they could make it look like Yang was attacking someone.

The images themselves wouldn’t last long, but it only took a spark to burn down a forest. A heinous enough act could have someone stepping in, attacking another person for no reason and starting a brawl. With all the armed security, if one of the soldiers believed an innocent girl to be a charging Beowulf, the resulting shot could do more than Yang’s punch ever did. Even worse, since the soldiers were from Atlas, what if they gunned down an innocent faunus in cold blood? With that Kingdom’s reputation, the fallout would be catastrophic.

“Maybe we’re thinking too narrow,” Lilly hesitantly pointed out, knowing she was about to spread them even thinner. “I think we should have someone at the fairgrounds.”

Before anyone could complain, Weiss came to her rescue. “You’re right. We have to assume our target is planning ahead. Hitting the same target so soon would be risky. In that case, here’s what I suggest. Yang is stuck here, so she’s out. Blake and I will patrol the fairgrounds. Randi and Honey will try to blend in with Haven and Shade, while Ruby stays near the exit.” Weiss singled out her partner. “You’re the fastest here. If we see anything, we’ll need you to report it.”

Ruby clearly didn’t like the idea of being on the sidelines, but relented after a few seconds of failing to come up with a better plan.

“We can keep in touch via our scrolls,” Lilly said, holding up her own for emphasis. “Weiss and I can show you how to connect to a conference call so we can use the same line. If you see anything weird, even if you’re not sure exactly what you saw, report in immediately.”

“I’ll warn Pyrrha in the morning. No reason to worry her tonight.” Randi’s offer earned more approval, as they all knew JNPR could be trusted as well. With none of the older teams surviving the doubles round, Pyrrha now stood as the last representative for Beacon. If their theory of targeting Beacon held true, they should expect something to happen during Pyrrha’s fight. Hopefully, they could locate the illusionist before then.

“Wish we could warn the other competitors,” Ruby grumbled, likely upset at the thought of anyone else suffering the same fate as Yang.

“We don’t know who we can trust, Ruby,” Yang assured her, drawing her sister to her side and giving her a quick squeeze with one arm. “If we tell too many people, the bad guy might find out we’re looking.”

“I know.”

“Don’t worry, Ruby,” Randi assured her, stepping closer to trap the energetic leader between the two taller girls. “I’m sure we’ll find them tomorrow and this will all be over.”


	44. PvP

Before lunch the next day, Weiss took the time to show them all how to connect their scrolls to a single conference call. Smit had been worried that it would be some overly complicated process, but it ended up boiling down to accepting a call from Weiss like normal. She would use some easily accessed yet rarely used option to add people one at a time until everyone was connected. Smit still didn’t quite understand why they needed to practice or know how to set one up himself, but decided it wasn’t worth questioning.

Then, as if it wasn’t already simple enough, Weiss made them all connect before they even left Beacon, leaving their scrolls on mute for the time being. To prevent people talking over each other, the plan was to use the conference call more like walkie-talkies, only unmuting long enough to say what they needed to say. Yang insisted on being on the call, even though they doubted the school viewing party would be a hotbed of criminal activity. Ruby worried about Yang being around all the other students so soon, but Cardin, of all people, had found them during lunch and asked if Yang wanted to watch with his team.

Told them he wasn’t that bad. A lot of the school still kept their distance from CRDL, seeing them as nothing more than the bullies they’d been before, but Smit knew better. Sure, Cardin was still a bit of a jerk at times, but usually, he was just overreacting or falling back on old habits. Smit still wasn’t sure what caused the change in Cardin, but he figured it would be pretty hypocritical to hold the boy’s past over his head, given Smit’s own struggles. Sure, Cardin had picked on just about everyone and been a vindictive butt crack, but Smit hadn’t been a perfect angel, either.

Compared to him, Cardin was a saint. Lilly gave me a second chance, even when I’d done worse. Cardin deserves a chance, too.

Speaking of Lilly, Smit couldn’t complain too much about his assignment. The teams knew better than to put him anywhere else. If this illusionist ever found out they were on to him, Smit was certain they’d target Lilly. Knowing that, there was no way Smit was leaving her alone, even if all four members of CFVY sat nearby, split into two pairs to guard each side of the Beacon seats in case someone approached. Having an extra excuse to stick by Lilly’s side didn’t hurt either. He only wished it came under better circumstances.

Despite how hectic the last couple of weeks had been, even before the whole criminal conspiracy thing, their relationship had actually been going really well. They’d spent a lot of their free time together at the Festival, and Lilly seemed to be getting more comfortable around him. Despite the weight of the afternoon’s fights, the pair had accepted an invitation to breakfast with her family. The brief distraction seemed to help cheer Lilly up, even if her dad kept shooting questioning looks at her. They promised to have dinner with her parents after the Tournament before hastening back to the dorm to prepare for their secret mission.

“Lilly and I are in place,” Smit announced over his scroll. They’d broken off from Ruby at the top of their section, while Randi and Honey split off to circle around to the Shade section. There wasn’t any official designation for each school’s section, but they tended to cluster for the most part due to familiarity. The schools had mingled a bit as the Tournament went on, but after yesterday’s debacle, few strayed from their respective institution. “Everybody in place?”

“Blonde Bombshell standing by.”

“Yang, I thought we said–”

“Crimson Crusader on overwatch.” Smit abandoned his attempt at corralling the rambunctious sisters. Really, there was no need for code names. If anything, calling out something like that would only draw attention. The goal was to lay low and catch their target unawares. As long as Ruby focused on her task, they’d be okay. As the fastest of their group, she would need to rush to inform someone if they found anything. Originally, they’d hoped to warn Ozpin in his booth, but he was nowhere to be seen. Ironwood was still at the arena, though, overseeing the entire event from Ozpin’s booth so he could direct security from a central point.

“Honey and I are looking for seats,” Randi reported, waving to Smit from their far left. At least the madness hasn’t spread to them yet. “Oh, sorry…Furby acquiring observation post.” Dang it, Randi! Their name wasn’t even that good. Randi doesn’t have fur. Plus, naming the two after some old toy was just plain dumb.

“Blake and I are still at the fairgrounds,” Weiss reported with a slight edge to her voice. Apparently, Smit wasn’t the only one annoyed by the stupid codenames.

“I’m sorry, who? Didn’t catch your codename.”

“That’s because I didn’t use your stupid name, Yang!” Weiss shot back. “Now, keep the line clear unless you have something important to report.”

“How are things looking over there?” Lilly asked.

“Had some protesters get out of hand earlier, but they left when security showed up. Probably went to the Coliseum to continue there.” Smit could confirm that, given the sign-carrying cluster of people chanting outside when they arrived. Security kept them from blocking the entrances, but gave them pretty much free reign beyond that. Some called for the Tournament to be cancelled, but most seemed more interested in demanding answers from the Headmasters, especially Ozpin. “Will let you know if we spot anything suspicious.”

The idea of whoever was behind all of this striking the fairgrounds seemed ridiculous, but none of them could rule out a change in target. Other than the Coliseum, the fairgrounds would be the biggest concentration of people right now. Given the sudden increase in security at the arena, they might focus on a softer target. None of them expected anything too violent, though. Something like the Breach would create a spike of fear and anxiety, but would give the people a common enemy, which tended to bring people together…at least for a while. More likely, if they didn’t target another fight, they’d focus on increasing the growing divide between the Kingdoms. Or maybe drive a wedge between Huntsmen and civilians.

All of this assumed the negativity was a focus of their unknown villains’ plot, of course. For all they knew, it could just be a byproduct of whatever they planned. The shift of security to the walls and the Coliseum could very well be part of some elaborate heist or something, in which case they’d already finished this part of their theoretical plan and might move on.

This would be so much easier if we actually knew what they were after. Instead, the teams were left to flounder in the dark. Without any idea of what they were trying to stop, the best they could do was prepare to react to whatever came next.

“You ready?” Smit asked his girlfriend after muting his scroll once more.

Lilly rolled her eyes with a deep sigh. “Ready as I can be. We’ve already been over the plan a hundred times. I’ll switch between fighters periodically to keep an eye on both and let you know if I see anything. If you need to tell me something, just squeeze my arm and I’ll disconnect.”

“You ever switched it on and off that often before?” They were pretty much certain her migraines came from the clash of reality with the illusions – Lilly hypothesized her brain became overloaded trying to blend the two conflicting inputs – but that didn’t mean she couldn’t strain herself in other ways. Semblances had limits, after all. Worse, Smit knew Lilly was stubborn enough not to admit when she reached her limit and would keep pushing.

“Not as much as I’ll need to today, but I’ll be fine.” Lilly pulled out her pill bottle, giving it a shake for good measure as Port tried to hype the crowd up before the Tournament started back up. “There’s a small break between each match for them to choose the next competitors. I’ll take that time to rest a little. Ideally, we’ll catch this guy during the first fight. Regardless, my comfort is less important than catching him.” Begrudgingly, Smit conceded the point, knowing better than to argue against Lilly’s drive – one of the many things Smit loved about her.

And he really did love her. He’d never been one to believe in love at first sight or other such nonsense, but then, they’d known each other for most of a year already. During that time, they’d been around each other almost constantly. Relationships took time to develop, but they’d had more than most couples. Working out, sparring practice, classes, meals…heck, they lived in the same room. Most days, they spent more time around each other than apart, especially now that they were actually dating. He felt confident they’d had more time together in the past month than some couples had in a year. Besides, even if they’d only been together for two weeks, his feelings for her had been growing well before then, so he felt a little more justified on the timing.

Of course, he wasn’t quite ready to admit all of that to her, yet. He’d let it slip once – back when he’d first met her parents – but she either didn’t notice or decided not to say anything. Her father certainly caught it, judging by the way he narrowed his eyes at Smit for a moment. While Lilly went off with him to throw away the trash – something Smit was fully aware served as a cover for him to talk to her alone – Smit had gotten Mrs. Azura to give him their contact info, saying he wanted to speak to her husband man-to-man. Asking permission to date his daughter seemed old-fashioned, but Smit felt Lilly was worth facing down the intimidating man and making his intentions clear. Really, he just wanted the man’s blessing, as he fully intended to date Lilly with or without his permission, but Smit knew how much Lilly looked up to her father. Winning him over early would help prevent issues down the road.

As Lilly likely ran through more plans in her head, Smit recalled his scroll call with Mr. Azura Wednesday evening before the party. Tomorrow, he’d come up with some excuse to slip away from the team for lunch so he and her father could meet at a small diner near their hotel. There, he planned to admit just how serious he felt about the man’s daughter and endure the likely grilling that followed. If all went well, then after dinner with her parents that night, he and Lilly would take a walk through the same park he’d confessed his interest in only a few weeks ago. They’d stop at the same bench as before and he’d come up with some random speech about how happy he was with her, ending with him dropping the weighty word upon her. Whether she felt the same right now didn’t matter, but he needed her to know exactly how serious he felt about her before they reached the end of the year.

Wow, Lilly’s right. I am really sappy sometimes. Probably a little selfish, too, if he was being honest. They wouldn’t see each other until just before the next school year started, when he came back to Vale a week early, so he’d have plenty of time to get over it if she decided it was too much for her. It also meant he wouldn’t go insane planning his big moment the entire break.

Unlike yesterday, the finalists didn’t trot out to await the selection roulette, likely hiding in the nearby tunnels or something instead. Bringing them out without a winner from yesterday would probably just stir things up. Every reporter would have a field day pointing out the new addition from one of the Haven teams that lost in the doubles round. Smit vaguely recognized the picture Lilly showed him in a news report that morning. Some upper year student from the doubles round that had fought well but lost when his partner got eliminated early. He’d probably do better in a one-on-one fight and had sent the odds makers scurrying to update the standings. Smit had heard that some people complained they should be able to recast their early bets due to Yang’s elimination, but it seemed no one had such luck. Hard to complain to the authorities that your gamble should be amended because you bet on someone who they eliminated. Even if they weren’t so busy with the protests and increased Grimm activity, Smit doubted the authorities would get involved in such a dispute.

Refuse to pay the winners, and the courts would levy a huge fine against you. Maybe even charge you with fraud and throw you in jail. An internal struggle about the specific rules, though, hardly warranted outside involvement.

“Honey and I are in place.” Randi’s voice interrupted Smit’s thoughts, drawing Lilly’s attention as well. “Found a spot with a friend from Shade. Close to Haven, as well. Nothing else to re–”

“Something’s up,” Ruby interrupted, then waited to make sure no one else was talking. “Emerald’s here.”

“Emerald?” Weiss quickly questioned. “I thought her team went back to Mistral yesterday.”

“That’s what I heard,” Ruby confirmed, echoing her report to them the previous day.

“Maybe the reports were wrong,” Honey chimed in. “Is the rest of her team here?”

A brief moment of silence ended with Ruby’s updated report. “Negative. Just Emerald.”

“Where?”

“Front row of Haven, near the middle,” Ruby replied to Randi’s question. Smit focused on the approximate location, locating a familiar splash of green rather than looking for the girl herself. Smit wondered how Ruby had spotted her so easily, but figured she must be used to scanning things in the distance, given her long-range weapon.

“Maybe she stayed behind,” Honey tried, even though it was clear she doubted her own attempt. “Most of the reports focused on the fight. They could’ve gotten that part wrong.”

“It’s possible,” Weiss allowed, “but as Mercury’s partner, she should’ve gone with them.” Emerald had been the one to rush out when Mercury got hurt. The idea that she’d let him go back to Haven without her didn’t add up. “We still need you on standby in case something happens. Keep an eye on her, but don’t be too obvi–”

“Eep! She sees me! What do I do?”

Smit could picture Weiss’s resultant face palm to go with the soft thud from the other line. “Great,” Weiss growled in frustration. “Just…try not to freak out. We don’t know if she’s involved yet, but it’s the best lead we’ve got.” Weiss quickly pivoted to giving instructions, voice void of any emotion as she doled out orders to the two teams. “Ruby, make your way to Ironwood. Keep your scroll handy in case we get more information.”

“On it,” Ruby responded before going silent, evidently carrying out her task as the selection roulette screens began to spin.

“Randi, you and Honey try to make your way to Emerald. Distract her as best you can. But remember, this is just a hunch. Do not do anything to arouse suspicion.” Randi agreed before setting off to her task. “Blake will stay on the line while I try to reach Goodwitch.”

As the teams set off to their various tasks, Professor Port announced the next competitors – Pyrrha and Penny. The crowd’s excitement began to build as two of the favored finalists walked out together to the center platform. The cameras tracked the two closely. Penny’s smile was just a tad too friendly for such a competitive scene, while Pyrrha actually looked nervous for once. Some might’ve assumed it was nerves, but Pyrrha was no stranger to these sort of settings. Smit had a better idea what ate away at her.

“At least one of them knows what’s going on,” Smit commented as the small platform lifted into the air. Ruby had filled in Team JNPR on their discussion with Ozpin last night, knowing Pyrrha could very well be the next target. The rest of her team were sitting close to Coco and Velvet, their leader watching with a mix of fear and excitement. Smit hoped the reveal wouldn’t affect Pyrrha too much in the fight, but they couldn’t keep something like that a secret from her. Not when she could very well be the next target.

“True, but we don’t know if she’ll be able to spot the illusion or not,” Lilly answered. So far, Coco and Yang had only seen the false image, not realizing something was wrong until afterwards. They hoped Pyrrha would be able to spot the illusion if she knew to watch for it, but there was no guarantee.

If Pyrrha couldn’t tell the difference, then knowing the truth would only prevent her from doing something outrageous. Pyrrha knew not to react to anything after the fight, but nothing would stop her from dealing with a threat in the midst of battle. They’d already be fighting at that point, though, so Smit wasn’t sure how that would change anything.

“If nothing else, though, this should prove tempting for our illusionist. Pyrrha’s the last Beacon competitor.” Again, the targeting of Beacon students was just a guess, but they only had so much to go on right now. Either way, they’d be watching every fight closely, but if they were right about the Beacon part, then this would be an awfully tempting target.

First time distracted Coco. Then, Yang broke Mercury’s leg. Smit worried that this one could be even worse. If they couldn’t stop it in time, who knows what Pyrrha might be tricked into doing. Even threatened, Smit doubted she’d do anything too horrible, but just about anything would set off the crowd after yesterday.

“We need to stop the fight!” Ruby suddenly shouted.

“What’s wrong?” Smit asked, figuring Weiss’s lack of an update meant she was still trying to reach the faculty.

“This matchup…it’s rigged! Something terrible’s gonna happen.”

“Rigged? What do you mean? What’s going on?”

“I…I can’t connect to Penny,” Lilly reported with a confused look. “I’ve never had that happen before. All I saw was darkness.”

“That’s because Penny’s not human,” Ruby said, voice lowered but still loud enough as she spoke directly into her scroll, likely hoping no one else could hear.

“Not human?” Smit asked. Penny was weird and all, but not that weird. Smit couldn’t understand what Ruby was getting at. “Ruby, you’re not making any sense. What do you mean ‘not human’? What is she, some kind of robot?”

“Yes!” Smit heard a gasp from his scroll, not knowing exactly who it was but feeling their reaction was justified. “I…I accidentally found out back before the dance. She’s some sort of advanced AI or something with aura. I promised not to tell anyone.” Smit could hear the strain in Ruby’s voice as she broke said promise.

“But if Penny’s a robot…” Honey started.

“…then she won’t mix well with Pyrrha’s Semblance,” Smit finished for his teammate, realizing just how serious the situation had become. If Pyrrha used her Semblance on Penny, she could very well kill her. Yang hurting another student was bad enough. What would happen if a competitor actually died?

“Ruby, you need to get to Ironwood now!” Smit demanded. If Pyrrha had been a tempting target before, her being matched with a girl made entirely of metal would be irresistible. It had to be the unluckiest pairing imaginable, but Smit had a feeling luck wasn’t a factor anymore. “Randi, it’s gotta be Emerald. Do whatever you need to stop her.”

“How can we be sure?” Randi asked as the countdown for the fight began.

“The fights aren’t random,” Smit reasoned. “I didn’t think much of Yang and Mercury, but what are the odds we’d get Pyrrha and Penny next?”

“Less than seven percent,” Lilly answered, not catching the hypothetical nature of his question.

Smit chose to ignore his braniac girlfriend for the moment, instead focusing on the realization of what was happening. “The point is, somebody wants this fight to happen, and I bet Emerald is involved somehow.” Mercury had played his part perfectly, it seemed. He launched a massive attack against Yang, activating her Semblance while keeping her just above elimination. At the time, he’d assumed it a mistake on Mercury’s part, but what if it wasn’t? What if they arranged the whole thing to push Yang to the edge so she’d lash out like that. Any other pairing wouldn’t have worked, meaning they’d either been incredibly lucky getting the pick they wanted, or they’d set Yang up from the start.

“Fighters, are you ready?”

The crowd roared as the highly anticipated fight kicked off, blissfully unaware of the machinations at work. “Lilly, keep an eye on Pyrrha,” Smit ordered, but Lilly was already ahead of him, eyes closed as she watched for any meddling. Not being able to monitor Penny meant Emerald and her cohorts couldn’t target her either, making their job a little easier. Unfortunately, the matchup also spelled disaster for Penny if things went wrong.

“Ugh! There’s too many people in the way,” Ruby’s voice griped through his scroll. “I’m gonna try and cut through the maintenance area to get around.”

“Weiss is trying to reach Ironwood and Winter,” Blake reported. Apparently, they’d been unable to get through to Goodwitch. Hopefully, Ruby would reach Ironwood in time, or one of the two would answer their scrolls. Winter would know how to relay a message to Ironwood if they could reach her in time.

“Begin!”

The line went silent as the teams moved to counteract Emerald’s plan. Ahead, Smit watched as Pyrrha and Penny tore across the small platform, Penny sending her flying blades darting forward as Pyrrha weaved through them to close on her opponent. The crowd’s cheers grew to a fever pitch as the two closed to melee, Penny’s blades managing to block the force of Pyrrha’s strikes despite hovering in the air. Each blow drew a spike of excitement from the audience. With all the added noise, Smit brought his scroll closer to hear over them.

“Guys, Mercu–”

Ruby’s brief shout cut off with a loud bang. “Ruby? Ruby?!?” Yang’s voice pierced the resulting silence, but received no reply. “What just happened? Someone needs to go help her!”

“No, everyone stay on task,” Weiss replied, earning a shocked gasp from Yang. “We have to trust Ruby to handle herself. She’ll run if something goes wrong. With her speed, she’d be hard to stop. If Randi and Honey can’t reach Emerald, she’s our best bet at stopping this.”

“We must be on the right track if they’re trying to stop us,” Randi commented with a grunt. “Plus, it sounded like Ruby said something about Mercury. We’re still trying to reach Emerald, but people aren’t letting us through very easily.”

As the efforts continued, Lilly started providing updates, leaving Smit torn between the two sources of information. Knowing there wasn’t much he could do for the others, he chose to listen in on Lilly’s details, hoping he could find something useful. “Penny’s versatile, but Pyrrha’s adapting already. Penny’s got the lead, but only for the moment.” Pyrrha and Penny dashed back and forth, blocking blows as they slowly chipped away at one another. A quick lunge and strike sent Pyrrha sliding backwards, providing a small break in the combat. “Shield’s out now. Looks like she’s getting serious. Penny better wa–”

“What’s wrong?” Smit asked as Lilly went silent for a moment. He knew she couldn’t hear him, but that didn’t stop him from asking.

“What was…” Lilly trailed off. “Something’s wrong. I could’ve sworn I saw something…like her shield and sword were distorted by her Semblance or something. It’s back to normal now, but I think our illusionist is targeting her.”

Pyrrha did seem a little off for a moment, staring down at her weapons, but quickly shook it off and charged back in, fighting more aggressively as she forced her opponent back, scoring several solid blows against Penny along the way to reclaim the lead. Penny stepped up her game in response, pulling her blades back around her to reveal they were each capable of firing small energy blasts – something she’d kept hidden in the previous rounds. Pyrrha avoided the barrage as she danced forward, proving just as effective against ranged attacks. Seeing her new strategy fail, Penny lashed out with a few blades, keeping the bulk near her protectively while still firing away. Those that flew forward attacked from every direction without warning, spinning toward the nimble warrior while still firing, even at point blank range. The crowd gasped with each near miss, then cheered as Pyrrha rushed forward, throwing Penny off her feet and over the edge.

Pyrrha took a second to breathe a sigh of relief as her opponent disappeared over the side of the platform, but only for a moment as Penny reappeared, flying back across the platform with a trail of green energy burning behind her. Penny had turned her weapons into a pair of rockets, hurling her back onto the arena with a vengeance. With a sudden blast, she shot up in the air, hanging there as her swords redirected and slammed her down into Pyrrha. The sheer force of her impact sent Pyrrha tumbling back, sliding to a stop before the looming end of the arena. She recovered quickly, but not quite quick enough.

Smit watched in shock as Penny disarmed the best fighter in their class with a pair of well-aimed strikes, launching Pyrrha’s sword and shield in opposite directions. Her shield slipped over the edge as her sword tried to do the same to her right. Before it could plummet out of the arena, Pyrrha reached out a desperate hand, halting the blade as if by magic.

“Never seen her use her Semblance so openly before,” Lilly commented as the blade shook briefly, before shooting back at Pyrrha. “Wow! Penny knocked it out of the air!” Lilly had no idea just how poorly things were going outside of the fight. Instead, like the thousands of oblivious fans around them, she was caught up in the thrill of the battle as Pyrrha stood helpless, watching as Penny recalled her weapons for a final push against her unarmed foe. At least nothing’s happened yet. There’s still time. Staying put was agonizing, but Smit couldn’t abandon Lilly. He had to trust the others to get through.

“Cardinal and I are going for Ozpin,” Yang reported. “Any word from Ruby?”

“Nothing. Weiss and I are gonna take a bullhead back to the arena.”

“Still having trouble getting through the crowd,” Randi growled, likely shoving someone out of the way based on the muffled cry of anger that followed.

“Guys, we have to hurry. If they’re planning something, it’ll happen s–”

“Oh no,” Lilly gasped, proving Smit’s words prophetic.

“Something’s happening!” Smit shouted into his scroll as the crowd reached new decibels. “What’s going on, Lilly?”

She couldn’t hear him, but the answer came nonetheless as Lilly tried to describe whatever illusion she and Pyrrha were subject to. “There’s…so many of them.”

“So many what?”

“They’re making Pyrrha see dozens…no, hundreds of new blades. Penny’s attack looks massive!” Blindly, Lilly shot a hand out, brushing past Smit’s arm before correcting and latching onto his wrist. Her nails dug in as she screamed, “It’s happening! Someone stop them!”

Smit could only see eight cruel blades looming above Penny, but that meant nothing. If Pyrrha saw what Lilly claimed, she’d have to assume a finishing blow – the kind that would be overkill enough to drain her entirely of aura. Maybe worse. With no way to defend herself, what would Pyrrha do?

Time seemed to come to a crawl as Smit desperately considered the situation. Only one real option came to mind. Her Semblance. Pyrrha could control metal to some degree, which had always interested Lilly. She’d go on and on about how it was great against human foes, but kind of useless against Grimm, who didn’t use any type of weapons. Randi and Lilly seemed to think Pyrrha needed to come in contact with the metal beforehand, but with all the close range fighting, she was bound to have come into contact with those floating instruments of death at some point. She’d always shown very fine control of her Semblance, but faced with so many targets, she could easily overdo it.

Not sure what she’ll do, but it can’t be good. Would she overpower the small number of targets and fire them back into Penny? Or would her Semblance seek out extra targets and latch onto Penny herself. For that matter, the platform they were on was metal, right? In fact, the whole arena would be susceptible if she lost control. Forget Penny. Pyrrha could doom the entire Coliseum! They needed to stop her, but with Ruby MIA, Randi stuck in a crowd, and faculty unreachable, what could he do?

The answer struck him suddenly, even if he knew he wouldn’t like it. Prying free of Lilly’s grip, he hopped over the back of his seat and braced himself for what was to come. His hands ached as he felt the familiar flames spark to life once more. A few students nearby noticed and pointed, but everyone else sat fixated on the scene below. With a heavy breath, Smit prepared to do something colossally stupid, knowing it had to be better than whatever Emerald had planned for Pyrrha.

This is gonna suck.

As Penny prepared to finish off a defenseless Pyrrha, the arena shield rippled, bright light shining from where fire impacted the invisible barrier. Penny’s sensors picked up the commotion, causing her to draw back defensively as she analyzed the sudden disturbance. The cheers of the crowd died as cameras turned to spot the source of the sudden attack, only to watch as Smit sent another pair of fiery attacks over the heads of his fellow students to splash against the unyielding repulsion system. Each burst in a violent explosion of heat. Those sat closest dove for cover, peeking over chairs to assess the threat. Satisfied that he’d done his job, Smit raised his hands in surrender, knowing full well what came next.

The stampede of heavy boots provided the only warning Smit would get before someone bodily tackled him to the cold floor, smacking his head against the steps as those nearby scattered. He vaguely heard the shouted orders of those surrounding him, punctuated by the readying of rifles and electronic squeals of Atlas robots. His scroll, which he’d left in his seat nearby, squawked angrily at the sudden turn of events, but Smit ignored it, too focused on something far more terrifying than the girls’ anger.

A knee drove into his back, pinning him as his hands were bound behind him. He never struggled, ignoring the man on top of him entirely. The accusing looks of his classmates meant nothing. He even ignored Lilly’s confused and frightened eyes as she severed her connection and sought him out. None of that mattered as his satisfied grin at a job well done quickly died. Instead, he stared at the screen above, whose video feed had now been replaced by a single image.

A black chess piece on a blood red background.


	45. Falling

People seated in the rows closest to Smit’s arrest fell over one another as they sought to distance themselves. Children screamed in terror as parents yanked them from their seats. Ahead, the students of Beacon stood in confusion, unsure if they should defend their classmate or assist security. Through it all, the crowd’s raucous applause quickly morphed into a cacophony of screams of both anger and fright. Lilly watched as the small squad of soldiers and rifle-wielding robots quickly encircled him, forming a loose barrier between the soldier handcuffing her boyfriend and the angry mob around them.

The fact that most of the weapons were pointed outwards spoke of who they considered the more urgent threat.

Amity’s speakers let out a piercing, electronic wail before a woman’s voice echoed across the stands, quieting the crowd as all eyes turned to the giant screens overhead.

“This is not a tragedy,” the unknown speaker began. “This was not an accident. This is what happens when you hand over your trust, your safety, your children, to men who claim to be our guardians but are, in reality, nothing more than men. Our academies' headmasters wield more power than most armies. One was audacious enough to control both, while the other sought to use your children as his personal weapons. They cling to this power in the name of peace, and yet, what do we have here?”

On top of the stationary chess piece image, schematics for a complex machine were displayed. As if the name in the corner – P.E.N.N.Y – wasn’t enough, the familiar shape of the girl who had nearly defeated Pyrrha Nikos revealed the true nature of Ruby’s friend. Details flashed by rapidly, showing specifics on wiring, joint design, speech analysis, and more. Every image only served to increase the concerned chatter among the audience.

“What you see before you is no mere girl, but rather one nation's attempt at a synthetic army. What need would Atlas have for a soldier disguised as an innocent little girl? I don't think the Grimm can tell the difference.”

Finally having time to process the idea of a robot disguised as an innocent, teenage girl, Lilly couldn’t help but wonder what purpose Penny served. As much as she hated to admit, Penny had basically infiltrated their ranks, earning the trust of students like Ruby and Honey. Acting like a normal girl – _well, normal-ish_ – didn’t make her more effective against the Grimm. _If anything, tailoring her design to look like us would hinder their options._ It also made her wonder exactly how Penny generated aura, but such thoughts were abandoned as the ominous voice continued its monologue.

“And what, I ask you, is Ozpin teaching his students?” Penny’s schematics vanished suddenly, replaced by a short clip of Yang’s fight yesterday. Specifically, the end. “First, a dismemberment of one who dared challenge one of his precious warriors.” The video paused with Mercury writhing in pain, then shrunk to the side as new imagery came up of Smit’s attack moments ago. “Now, when his champion is in danger of defeat, the fight is halted by another of his so-called students. The same student, I might add, who’s already shown a willingness to get his hands dirty for the war that these men wage in the shadows.

“Under Ozpin’s watch, the White Fang infiltrated this city, establishing a foothold within the heart of his Kingdom as he did nothing to stop them. Only once the public demanded answers did he intervene. Of course, merely stopping them was not enough. Rather, he had his trusted agent slaughter those that surrendered as a show of force against any who dared oppose him.”

Lilly shuddered as the nightmarish scene of Smit burning the White Fang girl alive dominated the display. The crowd gasped in shock, even as some strove to cover their children’s eyes too late. Lilly heard a sickening splash somewhere behind her as an unfortunate soul was overcome by the terrible view, spewing a vile mix of concessions and bile onto those unlucky enough to be in front of him. The soldiers looked to one another in concern, but the next bit captured their attention more fully.

A few of the soldiers eyed Smit angrily as footage from the CCT played, showing some of their comrades struck with bright balls of fire from just off-screen. It then shifted to shots of the aftermath – badly burnt corpses clad in the same armor. “When Ironwood dared to send his soldiers to his city, Ozpin unleashed the same horror upon his very own CCT and its guards before making an attempt on the general himself.”

The voice paused as everyone watched grainy imagery of Smit busily typing at a console in the darkened CCT. Something caught his attention, causing him to whirl around to face the elevator, flames dancing around clenched fists as Ironwood appeared. It jumped ahead to a new angle, showing Smit under arrest before he tackled one of his guards just as the brightly glowing console erupted. The video froze, likely ending as the explosion disrupted the footage but leaving a rather incriminating image for all to see before fading away to leave only the chess-themed background.

 _But Ironwood said there wasn’t any footage from the CCT._ If there had been, they might’ve been able to see exactly who killed those soldiers. The fire attacks were certainly worrisome, but Smit wasn’t exactly the only one with such abilities. The lack of any shots of Smit actually attacking anyone hinted at a setup, but she doubted the crowd would bother to consider that. She had to assume that was the plan of their phantom monologuer. Their virus didn’t just delete the camera footage – it must’ve sent a copy to them first for this very moment.

“At the same time, Ironwood continues to amass his forces within Vale under the guise of protection. Protection from what, exactly? Even now, his forces move against Vale’s citizens, quashing any who dare speak out against those in power. He has spent more time pursuing Vale’s citizens than those that have attacked the city again and again, often with weapons developed by his own Kingdom.”

News footage of Torchwick’s Paladin smashing through cars on the highway appeared briefly before being mostly covered by imagery of the wreckage, complete with a White Fang logo on the Atlesian battle mech. Both were replaced by video from the Breach, specifically of Paladins leveling buildings and firing on civilians, some of which burst in gore to leave nothing but a horrendous splatter. The insinuation that Atlas allowed such tragedies in order to hurt Vale wasn’t lost on the crowd, many of whom began to hurl insults and trash at the nervous squad before them.

“Perhaps Ozpin felt as though defeating Atlas in the Tournament would help people forget his colossal failure to protect Vale when the Grimm invaded its streets – an attack that he was fully aware of beforehand.” Lilly winced at that last bit, even if she knew they’d only had the briefest warning thanks to her team’s mission. Instead, it made it sound like Ozpin chose not to warn the populace, letting them suffer through his own incompetence. “Or perhaps this was his message to the tyrannical dictator that has occupied an unsuspecting Kingdom with armed forces. Honestly, I haven't the slightest clue as to who is right and who is wrong, but I know that the existence of peace is fragile, and the leaders of our Kingdoms conduct their business with iron gloves. As someone who hails from Mistral, I can assure you the situation there is equally undesirable. We are all just pawns in their game, after all. They only protect the ones they see as useful.”

Above, Lilly recognized the scene from the night of the school dance. In it, Ozpin sat across from Smit in the police station’s interrogation room. A voiceover of Ironwood yelling in frustration about Ozpin protecting his students again was answered by Ozpin assuring him that he would continue to do so, even as a new clip showed Ozpin and Goodwitch leading her team and Yang away from a fuming Ironwood. The self-satisfied look on Ozpin’s smug face made it look like the whole thing was a joke to him.

“Our Kingdoms are at the brink of war, yet we, the citizens, are left in the dark.The first shots have already been fired as battle lines are being drawn through your very homes. So, I ask you, when war is thrust upon you by those in power, who do you think you can trust?”

A few agonizing seconds passed before the screen unexpectedly turned to static. With their main distraction now missing, a growing unease began to sweep through the stands. Some continued to harass the soldiers surrounding Smit, who anxiously scanned their surroundings for an exit as a small mob closed in. The shouting only increased in ferocity as rifles were leveled against the pressing attackers. Beyond, some scrambled for the exits, but others sat frozen, watching to see what sort of calamity might unfold. The rest of the arena fared no better. Small fights broke out between civilians from different Kingdoms, threatening to engulf the stands in an international brawl as security tried in vain to separate the instigators. Amidst all the chaos, Smit finally stood, hauled to his feet by a soldier as the tight cluster tried to slowly retreat from the pressing crowd but couldn’t find an opening.

As the soldiers and civilians continued their stalemate, neither willing to move lest the other respond, the chilling wail of the city’s emergency sirens picked up, silencing the arena for a moment as the static above was replaced by an ominous caution symbol.

“Alert. Incoming Grimm attack,” a robotic voice chirped in a calmness that belied the announcement. “Threat level nine. Please seek shelter in a calm and orderly manner.”

Calm and orderly didn’t quite fit.

Screams of terror erupted from all around as civilians bolted for the exits, shoving one another aside in an attempt to escape. Much like at the Breach, the tidal wave of people indiscriminately swallowed any who hesitated or proved too slow, adding to the confusion and uproar as the frightened horde stampeded away. Some of the students vanished with the crowd. Lilly hoped they were rushing to join up with their teams rather than abandoning in fear.

“Ladies and gentlemen, please, there is no need for panic.”

Ironwood’s attempt at calming the herd was immediately undone by the arrival of the largest Nevermore Lilly had ever seen. The monstrous bird perched atop the arena, causing the repulsor shield to strain against its weight alone as it unleashed an ear-shattering screech. Seeing the panic below, the hulking mass of feathers and rage rose into the air, slamming its talons into the shield before probing it with its mighty beak. Each blow sent vibrations through the entire arena that threatened to knock Lilly from her feet.

With most of the civilians already scurrying to escape, the soldiers appeared to relax slightly despite the massive Grimm trying to break through above them. One called for the squad to take the prisoner to the secondary extraction point. Lilly suddenly realized she was about to lose Smit and snapped into action.

A soldier beat her to it.

“No!” A rifle aimed for Smit, who stood facing the solo executioner resolutely. His hands clasped behind him and a robotic soldier on either side of him, there was no way he could defend himself. His aura would stop an individual shot, but Lilly doubted his attacker would stop at a single round. The way he shook had Lilly expecting him to fire everything he had into her teammate.

“Private, stand down!” his superior – a sergeant of some sort, if Lilly recalled her Atlesian insignia properly – ordered. “We are to escort the prisoner back to headquarters until this crisis is handled. Am I understood?”

“You saw what he did! He killed Simmons!”

“Stand. Down.” The words came out more of a growl than an order as the sergeant pulled a sidearm from his holster and aimed it at the shaky soldier.

Another private quickly stepped between his fellow soldier and Smit, putting himself at the end of the trembling muzzle with his hands raised. Calmly, he said, “Calm down, man. He’ll be dealt with after we handle the Grimm. I promise.”

“I say we deal with him now,” he responded flatly before shoving the stunned soldier aside and squeezing the trigger.

The round sailed high as a blonde missile crashed into the soldier, throwing him back into the stands.

All eyes – and several guns – turned to Lilly as she stared down the squad. “You’re not taking him anywhere!” she screamed at them, daring any to approach. Seeing Lilly in danger, Smit’s docility vanished as the renewed flames weakened his handcuffs, which snapped easily as he roared in anger. The two Atlesian Knights flanking him didn’t even have time to turn before he grabbed them, smashing them together in front of him before rushing to Lilly’s side.

“Freeze, both of you!” the sergeant ordered. “You are un–”

“You don’t get it!” Lilly yelled before he could finish. She held up Smit’s scroll as evidence, even as she could hear Randi and Blake shouting questions at her. “Someone is manipulating you. They’re turning us against one another to draw the Grimm! We have t–”

“Enough!” This time, it was Lilly’s turn to be silenced as the sergeant stomped closer. “Your _friend_ is under arrest for crimes against Atlas. I have orders to detain him until such a time as the Grimm have been repelled.” Stopping a few paces in front of them both, the sergeant took a deep breath and forced himself to calm down. “I promise he will receive a fair trial once all of this is over. I’ll forget what you did here if you leave. Gods know we need all the help we can get right now.”

Lilly stepped in front of Smit, hands balled in front of her despite the situation. The old adage about not bringing a knife to a gun fight never mentioned anything about going in unarmed. Still, there was no way she’d be letting them take Smit again. “I’m not leaving without my teammate.”

“I surrender,” Smit sighed, hands extinguishing as he raised them once more. No one moved, unsure what to do as the two students sent conflicting messages to them.

“What are you doing?” Lilly hissed, stepping into him in an effort to push him back.

Smit didn’t budge, instead grabbing Lilly by both arms to turn her to face him. It also kept her from being able to swing on the soldiers, who still seemed unwilling to try anything yet. “Lilly, you need to find the others. Ruby’s off on her own and needs your help. Get everyone out of here.” Eyes still locked on her, Smit turned his face slightly to address the soldiers over his shoulder. “Promise me you’ll let her leave, and I’ll come quietly.”

“I promise,” the sergeant agreed, waving for his soldiers to lower their weapons.

“You can’t do this,” Lilly protested, eyes watering as she struggled against his grip. “We need you. _I_ need you. W–”

Her protest was cut short as Smit tugged her forward into a desperate kiss. Her mind reeled at the feel of his lips against her own, even as her shoulders relaxed at the sudden burst of warmth. She wanted to hit him and pull him closer at the same moment, but his firm hands on her arms left her no options. Before she could think to do anything other than stand there, Smit pulled away, ending what should’ve been a tender moment as quickly as it began. His face lingered mere inches from her own as he whispered, “I know. But right now, they need you more than I do. Keep them safe, okay?” He punctuated the request with the briefest of kisses before saying, “Oh, and sorry for this.”

“Sorry for wha–” Still off-balance from Smit’s unexpected assault on her lips, Lilly could only scream as Smit shoved her backwards, snatching his scroll from her hand as her back struck a row of seats and the arena seemed to flip. She toppled upside-down onto the chair as Smit tucked his scroll away and turned himself in. As he called for her to look after the team, the soldiers quickly led him away toward one of the exits.

Lilly briefly considered chasing after them, but realized it was pointless. _Even if I caught up to them, what could I do?_ They weren’t about to let him go, and he seemed resigned to follow. All she’d do is get herself arrested, leaving Honey and Randi to fend for themselves. _He’s right. I need to find the others._ With a final glance at the small cluster of armed men marching her boyfriend away, Lilly turned and raced around the arena to find the rest of her team.

_Stay safe, Smit._

It wasn’t hard to spot her target, given the lack of people this far down as civilians continued to fight their way through the exit tunnels. The familiar splash of red beside her teammates made it even easier.

“Ruby! What happened to you?”

“I’m okay,” Ruby insisted as Lilly slowed to a halt in front of the three girls. Physically, she looked fine. A little out of breath, maybe, but nothing serious. “Mercury’s here! He kept me from getting to Ironwood in time. I…I couldn’t get past him. I tried. Really! But he–”

‘It’s okay, Ruby.” Lilly gripped the small girl’s shoulder in one hand, steadying her friend before she could spiral and blame herself for something. “You did your best. I’m just glad you’re okay.”

“Where’s Smit?” Honey asked nervously, looking around for the missing member of their team.

“Atlas took him,” Lilly quickly answered, leaving out the specifics of his surrender. Honey gasped as Randi looked ready to mount a rescue. Lilly did her best to calm the two before it got out of hand. “We can worry about that later. He’s safe. Right now, there are a lot of people who need our help. The Grimm–”

As if summoned by her words, an almighty crash mingled with the triumphant scream of the Nevermore as it plummeted into and through the weakened barrier. Ruby jerked back with wide eyes, shouting Pyrrha’s name. _She’s still down there? What is she doing? Doesn’t she know–_

A blinding green light forced Lilly back a step as she shielded her eyes. Blinking away the spots that danced before her, she watched in awe as the colossal form of the avian monster split in half. The two pieces drifted apart, crashing down on either side of the small platform below.

“Penny?!?”

The four girls sprinted forward, hurdling the small barrier meant to keep them out of the arena as they charged to join a shocked Pyrrha and her guardian.

“Sal-u-tations!” Penny waved at them with a far too calm smile, even as another beam of raw power fired, cutting down a trio of Gryphons as they crested the arena’s ceiling.

“Wha…who…how are you doing that?” Honey stumbled over her words, staring slack jawed at the circle of swords that seemed to be controlling her insane firepower.

“I told you, friend Honey.” The swords shifted to the left, unleashing another beam that incinerated another pair of unsuspecting Grimm, keeping the arena clear for the moment. Penny’s brow furrowed as her smile took on a sharper edge. “I’m combat ready!”

“Keep us covered,” Lilly instructed, turning to Pyrrha, who still seemed a little shaken at the moment. “You okay to fight, champ? We need all hands on deck right now.”

“B-but, there were just so many. How was I supposed to–”

“Snap out of it!” Lilly yelled, shaking the stunned red-head out of her thoughts. “It was a trick. That illusionist we told you about…it was Emerald. She made you see all those swords so you’d use your Semblance on Penny.” Pyrrha stared at her for a moment as the information sank in. Her hand shot up to cover her mouth as the likely outcome of such an attack sank in. “Exactly. Smit stopped the fight, but we’ve got bigger problems.”

“She’s right.” Lilly stepped aside as Jaune stepped past her, walking with a confidence she’d never seen before. “Whoever was on the microphone…they’re the ones that did this.” Jaune held out his partner’s iconic sword and shield. “And we have to make sure they don’t hurt anyone else.”

Pyrrha shakily accepted the return of her weapons, staring down at the bronze-edged blade. Her hands tightened as the familiar metal brought her some small comfort. With a deep breath, she steeled herself for the fight to come, giving Jaune a confident nod as they turned back to the group.

“What’s the plan, kiddos?”

Lilly turned to find Coco waiting with a cocky grin. Behind her, an assortment of teams stood ready, eager to do what they’d trained so long for. CFVY. SSSN. FNKI. ABRN. Some glanced between the sky and Penny, watching as the girl continued holding back the steady trickle of Grimm, but more looked for direction.

They looked to _her_.

Lilly nearly fell at the realization that they were waiting for her instructions. _Me? I’m just a first-year who lost in the first round! Why would they look to me?_ Randi nudged her shoulder in support, reminding Lilly she had a small army waiting for her direction. Her mind raced, trying to piece together a plan while still grappling with the role thrust upon her. Only one thing came to mind.

“We’ve all trained for this moment,” Lilly began, voice slowly rising with her own confidence. “Each of us are here because our schools see us as the hope for humanity. Now, it’s time to prove them right.” All three of her team’s lockers slammed down behind her, opening to reveal the trio’s weaponry. _Nice timing, Randi._ “Take up arms!” Lilly spotted a few team leaders yanking out their scrolls, summoning a steady barrage of lockers that crashed around them. “Protect your people! Defend those you love! Fight, and prove yourselves the champions you claim to be!”

Lilly had never been one for public speaking, but the cheer of twenty or so highly-trained warriors before her as they raced to gather their weapons told her she’d done something right. Honey tossed _Tantum_ and _Brevis_ , which she caught easily as she looked over the assorted weapons that shook before her – not in fear, but with excitement that threatened to engulf the oncoming horde.

“We stand together! Not as students, not as competitors, but as warriors! We may hail from different Kingdoms, but today, we fight for _all_ of Remnant.” She raised _Tantum_ above her head. “Now who’s with me?!?”

Metal clanged as weapons were thrust in the air and a victorious shout echoed around the arena. Lilly stood before them all, panting slightly from all the yelling as she shouted along with them. Lilly wished Smit could’ve been a part of the celebration, but she pushed such thoughts aside for now. She couldn’t help but shake her head softly as she noticed Randi, scroll in hand to record the whole thing, grinning goofily. In that moment, she felt a surge of confidence in their inevitable victory.

“Um, everyone?” Penny called out as another beam erupted from her. “While I am sorry to interrupt, I am afraid I cannot hold them back any longer.”

All eyes shot skyward to see the open roof lined with Gryphons, each stamping eagerly as they prepared to charge in. Still more circled above, watching them with hateful eyes that challenged their premature triumph. Several descended upon them at some unheard signal, diving upon the students to probe their defenses. Shots rang out as several were downed, but more broke through, landing and roaring their fury. Randi skewered one, even as another dove directly at Honey.

A blast rang out from behind Lilly. The Gryphon fell to the side with a gaping hole in its chest, dissolving even as it hit the ground.

“Students.” For perhaps the first time ever, Professor Port’s voice carried a calm that spoke to the seriousness of the moment. “I think it would be best for you to leave.”

“But we can fi–”

“Miss Rose,” Doctor Oobleck snapped from beside his fellow teacher. “This day will surely go down in Remnant’s history. I’d _prefer_ it if my students could live to tell about it.”

Ruby hesitated, wanting to push back and insist they could help, but instead slammed _Crescent Rose_ into the ground. “Let’s go!”

Lilly nodded in agreement, dashing for the nearest exit alongside the others as the hysterical cackling of Professor Port chased them from the arena. _There’s no reason to stay here. Port and Oobleck are professionals. They can hold off the Grimm until the arena’s clear. We should go help clear the platforms._ With all the frightened civilians waiting for shuttles away from Amity, the Grimm were sure to notice the cluster of fear and dread.

The teams arrived to find the platform in chaos as Ursai and Beowolves challenged the line of security guarding the fleeing civilians. A nearby Atlesian Knight crumpled as an Ursa smashed a single paw through its chest. A triumphant shout as a sword pierced it was cut short as a Beowolf claimed revenge, tearing through the guard’s back with a howl before toppling under concentrated gunfire. The line was holding, but it couldn’t last forever.

 _How on Remnant did they get up here?_ Amity floated hundreds of feet above the city. She expected Nevermore and Gryphons, but there weren’t many other flying Grimm native to Vale, thankfully. She’d assumed they’d guard the ledges to prevent any from landing, but with more Grimm charging the platform, they’d have to defend on multiple fronts.

A bullhead came to a stop further to their left. _Reinforcements. Thank goodness. We’re gonna need the extra firepower._ “What?!?” Lilly watched the side open, revealing a trio of Beowolves, one of which looked like an Alpha. Other bullheads followed suit, unleashing a fresh wave of Grimm before vanishing once more.

“The White Fang,” Ruby filled in for them all. “Yang says they’re dropping Grimm and soldiers into Beacon, too.”

“Well, this just got a whole lot worse,” Lilly grumbled before turning to her team. “Randi, take the right. Honey and I will handle the left. We need to hold the line until the civilians are evacuated. Then, we’ll head to Beacon and secure the school.” Randi gave a single nod before rushing off to reinforce the men at the far end of the platform, skewering _Angriff_ through the side of an unsuspecting Creep before pole-vaulting over a falling Ursa to dropkick a Beowolf off the edge.

_Showoff._

Honey stayed behind Lilly, providing support where she could. Where _Singing Scourge_ fell, ensnared Grimm met their doom as the soldiers took full advantage of the easy targets. Lilly skirted under a leaping Creep, firing _Brevis_ overhead to end the annoying creature, only to wind up directly in the path of the Alpha from before. It roared in hatred at the sight of her and charged. Knowing she couldn’t let it past her, she slid a foot back and braced for the punishing blow.

Another roar of rage echoed the first, but this time from behind as Ironwood sprinted past. _He’s taking that thing on unarmed? Is he mad?_ As the beast lunged for the general’s head, Ironwood ducked low, pulling an oversized pistol from its hidden holster beneath his pristine coat. Lilly watched in amazement as the man faced down an Alpha with such a simple weapon. It charged as he fired again and again, brushing off the shots as the Grimm reared back a mighty paw to strike down the man half its side.

Ironwood stopped it dead in its tracks with a single hand. Flinging the monster around like a ragdoll, Ironwood slammed its mass into the ground, then pulled the dazed Alpha close for a final shot to the head, ending the threat easily as he calmly walked back to his men.

“Lilly!” Honey called, even as her bright whip sailed by, narrowly missing one of the smaller Beowolves. So caught up in watching a professional Huntsman at work, Lilly hadn’t even noticed the creature’s approach until the last second. With Honey’s miss and her own distraction, Lilly had no time to properly block before the thing was on top of her.

Instead, Lilly watched the Grimm fly to the side, smashing into the wall with a sickening crunch. She turned to thank her new friend, only to go a little pale at the sight of who had saved her.

“Mom?”

“Lilly, dear. I thought we trained you better than to miss something like that.” Her mother’s fist shone in the bright light for a moment, softening once she shook it a little. Lilly liked to tell people her mom ruled their house with an iron fist. The truth wasn’t that far off. “I won’t tell your father this time, but you’d better not make that mistake twice.”

“What are you doing here? Is everyone okay? Where’s Violet and Hunter?”

“We’re fine,” her mom sighed, brushing a loose strand of hair back. “Violet’s watching Hunter near one of the shuttles. Your father’s guarding that side, so I figured I’d hunt you down.” Lilly endured the poking and prodding of the motherly inspection. “You’re not hurt, are you?”

“I’m fine, Mom. We–”

“Ashton! I found her!” Mom cheered as she dragged Lilly back to the line of soldiers. The latest wave of Grimm had been dispatched already, but they still stood nervously in case more arrived. There weren’t many people left to evacuate, meaning they’d all be moving on soon enough.

“Mom, I need to–”

“We’ll take the next shuttle back to Vale and grab our stuff. Hopefully, we can get you kids back to Patch before anything else happens.”

“But Beacon–”

“Is filled with plenty of trained Huntsmen,” her mother finished for her, waving to her father as they pushed through the remaining civilians waiting for the next shuttle. “Right now, all I care about is making sure you, Violet, and Hunter get back sa–”

“Mom, no!” Lilly yanked her arm free, stomping a foot down for emphasis. Her mother, shocked at the sudden outburst, turned to face her, even as the rest of her family rushed over to join them. “My friends need me, Mom. I have to get back to the school.”

“What you _have_ to do is come home with us, young lady.” Mom reached for her arm once more, but Lilly drew back. _I can’t abandon them. I promised Smit I’d look after our team._

“I’m not going with you.” Lilly’s voice was barely louder than a whisper.

“What?”

“I said I’m not coming!” Lilly shouted in anger, even as she felt tears welling up in her eyes. “I can’t. I can’t just abandon my team – my _friends_ – like that.”

“I’m sure they’ll be fine.”

“But I’m not!” Lilly knew her team could hold their own, but this…this was just too much for any of them. “What if something happens to them? What if one of them gets hurt because I wasn’t there to help? How could I live with myself if I let that happen?”

“And how do you think _I’d_ feel if _you_ got hurt? I’d never forgive myself!” her mother proclaimed, proving where Lilly’s emotional side came from as she didn’t bother holding back her own tears. “You’re my baby, Lilly. How am I supposed to let you run off into this madness without me?” Her father’s firm hand came to rest on her mother’s shoulder, pulling her closer as the woman fought to compose herself. “Ashton, talk some sense into your daughter.”

Lilly stood defiantly against her father’s piercing eyes, ready to defy even him to protect her team. He came closer, snatching her arm before she could think to pull back, but his grip lacked the force she expected. With a pained smile, he leaned forward. “Stay safe, Lilly.”

“Ashton!”

Lilly sprang forward, wrapping her arms around her father in a quick hug. As he pulled away, he addressed the angry momma bear thrashing behind him. “Ginger, we need to get Violet and Hunter somewhere safe.”

“But we’re a family.”

“Yes, and we’ll be okay, but her other family needs their leader right now.” Dad looked back to her with a proud look. “You and that Smit boy still owe us dinner tomorrow. I expect you both to be there. Understood?”

“Yes, sir!” Lilly cheerfully promised.

She’d keep all her friends safe, then get Smit back to their team, even if she had to fight off the entire Grimm horde herself. “Good. If you go and get yourself hurt, your mother will never forgive you.” Her father subtly jerked his head toward her tortured mother, but she already knew what to do.

“I love you, Mom.” Lilly clung desperately to her mother, even as the older woman’s strong arms pulled her tighter.

“Promise me you’ll come back safe,” Mom whispered between sobs.

“I promise.” Lilly gave her one final squeeze. She hesitated as she stared at her family, a part of her longing to stay with them just a little longer.

Her father must’ve sensed her hesitation. “I’m proud of you, Lilly. Now go. Look after your team.”

Lilly wiped away a tear before it could escape down her cheek, forcing herself to turn away from them to chase down her team. All her life, she’d worked to make her father proud, but she’d earned something more – his trust. He believed in her. Knew she’d come back alive and well. That simple confidence bolstered her resolve more than anything.

A quick glance back proved a mistake, as the sight of her family staring at her run away from them threatened to have her turn around, but she pushed on to find her team. The platform stood nearly deserted, the line of soldiers slowly retracting around the shrinking crowd. Other than a few slowly-dissolving corpses, not a single Grimm stood on their platform. That victory had come at a heavy price, though.

Off to the side, a military shuttle was being loaded with the wounded. Their fellow soldiers dragged more aboard, some frantically trying to stop bleeding wounds or assuring their friends they’d be okay. One of the patients thrashed about, waving a bloody stump of an arm as he screamed in terror and pain. Two soldiers held him down as a medic quickly stabbed a needle into the shrieking man’s arm. His struggles died out quickly as he slumped into unconsciousness. The medic assured his impromptu assistants that he’d be okay.

Others were less fortunate.

A small area had already been sectioned off, but those brought there received no treatment. Each and every one was already gone. Even now, more bodies were dragged over, carefully laid next to one another in a silent line. Lilly tried to ignore the woman desperately giving CPR to the tattered remains of a man around her age. A medic pried her off, but didn’t bother taking over treatment as he dragged the sobbing woman away.

Too late. They’d come to help too late for some. Maybe if they’d abandoned the empty arena sooner, the pile of bodies would be smaller. How many lost loved ones while she wasted time defending no one? How many fell because the soldiers didn’t receive backup in time? Would they–

 _No. I can’t think like that. We need to focus on those we can save, not those we’ve lost._ Like Jaune said, they needed to make sure no one else got hurt. There would be plenty of time to mourn those that had fallen, but right now, it was her job to make sure someone was around to do so.

“Lilly, over here!” her partner shouted, waving for attention unnecessarily. The large group of students sort of stuck out from the empty surroundings. “We’ve got a shuttle back to Beacon!”

“Finally.” Now that she knew her family and her team were both safe, she wanted to get back to Beacon and check on Ruby’s team. The small girl bounced nervously beside Honey, likely feeling the same. Yang should be fine, given the number of students still at the school, but that wouldn’t stop the creeping doubts that plagued them both.

The teams all crammed into the shuttle as quickly as possible, feeling the craft lurch away the moment the door closed behind them. It wasn’t as fast as a bullhead, but it would have to do. She could hear the engines whine as the pilot pushed them harder, squeezing out every drop of speed he could muster to get them there faster.

Lilly just hoped it would be fast enough.

/- - - - - - - - - -/

Smit allowed himself to be loaded onto a small, military shuttle by his new escorts. A stern-looking lieutenant had taken command of him upon arrival, seizing his scroll as potential evidence before double-checking his handcuffs were secure. The officer barked a few commands before getting everyone onboard, placing himself and Smit near the cockpit access.

“Take us to the VPD,” the lieutenant ordered the pilot. “And make it quick. The sooner we turn over the prisoner, the sooner we can get back to the fight.”

“Yes, sir!” Smit stumbled slightly at the sudden takeoff, but managed to keep from slamming into the lieutenant at the last second.

“Men, listen up!” The soldiers immediately shut up to receive instruction, even if a few glared more at Smit than their superior. “Orders are to turn the prisoner over to the local authorities. I will handle that once we land. The rest of you are to spread out and form a perimeter around the station. Civilians in the area will likely seek shelter there, so we need to secure the street as quickly as possible. Once the situation is under control, we’ll push out from there. Understood?”

The booming response from the soldiers in such a tight space was deafening. Smit cautiously watched the soldiers afterwards, some still stealing hateful glances at him but keeping their distance. Outside the window, he could see the dark shapes of countless Grimm filling the night sky. Bright splashes of light cut into the horde, but barely put a dent in the mass of death. Based on the lieutenant’s instructions, things weren’t much better on the ground.

“Let me help,” Smit quietly begged of his captor.

“What?”

“I can help. I’m trained to fight Grimm. You’re gonna need all the help you can get.” Grimm didn’t go down easily, meaning his men would be hard pressed to hold out against the coming tide. A huntsman – even one in training – could tilt the odds in their favor. Surely he had to see that.

“Negative.” Smit’s idea got less of a chance than a civilian against the Grimm onslaught. “Reports indicate that this attack is being carried out by the White Fang. Given recent evidence, it is possible you are aligned with the attackers.”

“I’d _never_ work with that scum!” Smit’s angry denial drew a few eyes, but the lieutenant remained unfazed. “I was set up!” The stern man still refused to budge, so Smit tried another approach, even if it was a risky one. “Call Ironwood! He’ll know I’m innocent.”

Sure, the general hated his guts ever since the CCT, but surely he wouldn’t think Smit was involved with _this_. If nothing else, Ozpin had been keeping an eye on him since then. Smit assumed Ironwood was watching, too, waiting for Smit to slip up somehow. His clean record, plus the way the attack’s mastermind tried to pin it on him, had to be enough to prove his innocence.

Or not. “My orders _came_ from General Ironwood.” Smit’s best hope of release crashed and burned. This time, he doubted Ozpin’s threats of the Council getting involved would save him. “Look, kid, it’s not up to me. My orders are to keep you in the custody of Vale’s police until we stop this attack. I know some would prefer to punish you now…” The lieutenant’s voice rose as he shot an accusing look at the soldiers eyeing Smit. Each quailed under the fierce gaze, knowing better than to challenge the man. “But I promise no harm will befall you in my care. If anyone tries, they’ll answer to me directly.” More uncomfortable shifting as some tried to avoid making eye contact. In a hushed voice, he continued, “Just let us do our job. If nothing else, take solace in the fact that the local authorities will be handling this. That means you’ll get a fair trial right here in Vale, where all your friends can speak for you. I don’t know what’s going on, but I doubt Ozpin would let a terrorist in his school.” Smit figured mentioning Blake would be a bad idea. “He’s a good man. The general thinks so, too. Just keep your head down and play along for now, okay?”

Smit nodded his agreement, calmed slightly by the man’s words. _Thank goodness. They don’t actually think I’m behind this._ A glance at the angry but cowed soldiers lurking nearby disagreed. _Well, not everyone does. Fine. If it helps me get back to the team, I’ll play along for now._

The bullhead skidded a little on the pavement as they landed a little faster than recommended, but it seemed the pilot had taken his orders seriously. The soldiers and Atlesian Knights spread out, reinforcing the small group of police surrounding the entrance of the brick building as Smit was led inside by the lieutenant. Gunfire sounded further in the city – much closer than Smit would’ve liked. The sound faded as they entered the large doors of the police department with an escort of four robotic Knights.

Police and emergency personnel rushed by one another, sparing brief glances at the new arrivals before rushing off to another task. Coffee flowed freely, with some of those present looking like they’d just woken up. Smit expected more people to be present, but had to assume this was more of a command center with the majority already in the field. One set of eyes locked onto them as Smit sighed in relief at the familiar face.

“Sergeant Fredricks,” the lieutenant said as the large man approached. He smiled as warm as he could, but Smit could see the stress lines across the man’s face.

“Lieutenant.” The simple greeting seemed appropriate given the situation they were in. “And I assume this is the prisoner you called us about. Gotta say, I don’t think the kid’s guilty.” If Smit didn’t already like the guy from their mission together, he definitely did after his support.

“Not my concern. Just need somewhere to hold him until the situation is resolved.”

Fredricks shot a thumb over his shoulder toward a nearby door. “That shouldn’t be a problem. We’ve got an isolation cell ready for you in the back. Not the biggest place, but it’s more secure and will keep others away.” Given that his face had just been plastered on every screen as some sort of serial-killer terrorist, being alone would probably be best.

‘Very good. He’s all yours.” The lieutenant tossed a small key to Fredricks for Smit’s handcuffs, but the uncomfortable metal bindings remained in place for now. “Now, sergeant, do you have somewhere I can use as a command center? I need to contact my superiors and arrange my men in defense of the facility.”

“Way ahead of you, sir.” Fredricks led them over to a small conference room in the corner. The table that dominated the room had a large map of the city on it, along with a radio and a steaming pot of coffee. “Let me know if you need anything else.”

“This will do. Thank you, sergeant.”

The Knights arranged themselves on either side of the entrance as Smit and Fredricks walked out, closing the door behind them. Fredericks paused to make sure the lieutenant couldn’t hear them. “Don’t worry. Your room’s also got the best cot in the house. Consider it my thanks for your help with the bookstore case. How’d you go from leading the charge on a White Fang base to being accused of joining them, though?”

“It’s a long story,” Smit answered. Illusions. Criminal conspiracies. Computer viruses. Way more than Smit felt like explaining at the moment. Instead, he had another idea. “Let me fight, Sarge. I know they want me locked up for now, but they’re gonna need some help. There’s just too many–”

“Trust me, kid, I know. We’re stretched thin as it is, and my men aren’t equipped to handle a terrorist attack of this size, not to mention the Grimm pouring in through the new holes in our wall.”

“Wait, holes? What happened?”

“Car bombs,” Fredricks grunted in reply. “Psychos drove straight into the wall and detonated. Got reports of a half-dozen openings in our defenses. With all the chaos in the streets, the Grimm have been pouring through the gaps nonstop.”

“All the more reason to have a Huntsman out there.”

“Huntsman _student_ ,” Fredricks corrected him. “Look, I appreciate the thought and all, but it’s not up to me. I wish I could turn you loose out there – really, I do – but I’ve got orders. Plus, you think these Atlas goons are gonna let you walk out the front door? We’d _both_ be in a cell so fast, it’d make your head spin.”

“But I didn’t do anything.” _Well, not anything serious._ Disrupting the Tournament could be a pretty serious charge, but it beat the alternative. “I only stopped the fight because–”

“Save it,” Fredricks instructed, looking around quickly. A few ears seemed primed to listen in on whatever he said, but quickly lost interest when the sergeant looked their way. “I recommend keeping your head down and your mouth shut. Remember, you’re still accused of some pretty nasty stuff. I doubt they read you your rights, but your words can absolutely be used against you in court later. Better to give ‘em nothin’ to work with.”

Smit’s mouth clicked shut as he realized what Fredricks meant. His freedom wasn’t guaranteed. After all this was over, he’d stand trial for all kinds of crap. The public would be looking for revenge, too. Blaming the White Fang was easy enough, but they’d want to see someone pay for what happened. Earning his freedom would be an uphill battle from the start.

“Guess I’d better settle in for the night, then,” Smit relented, knowing it was pointless to resist at this point. Going quietly might help him look innocent later. At least, it was better than trying to fight against his arrest. Those that fought the hardest tended to have something to hide. Hostility toward those arresting him probably wouldn’t help either.

“Much better,” Fredricks smiled, turning him away from the conference room and its robotic guards. “I’ll see if someone can dig up some food for you. Maybe some coffee, if you want it. Not exactly a five-star resort, but we do our best.”

As the two headed for the back, neither noticed the red glow in the Knights’ eyes.


	46. Battle of Beacon

"It's getting pretty bad out there," Randi commented from behind as Lilly stared out a window of the shuttle. "You really think we can win this?"

"Absolutely," Lilly lied. Ironwood's shuttle drifted away quickly toward the sole remaining battleship. Lilly had to hope the general, Penny, and a handful of Knights would be enough to retake the massive craft hiding beyond the arena. They'd need every bit of that firepower to push back the Grimm. Even then, it might not be enough.

The sky began to blacken, despite the relatively clear evening, as more and more Grimm were drawn to the chaos below them. As they zoomed past the brightly lit city, Lilly tried not to look at the carnage, but her eyes betrayed her to take in little details as they sped past.

Smoke rose from several buildings as fires began to spread. Small explosions flashed randomly, making Lilly doubt the flames were accidental. A bullhead rose up briefly, only to lurch sideways into an apartment complex as a flock of Nevermore assaulted the vehicle, sacrificing themselves blindly into one of the engines. Lilly was grateful they were high enough not to hear everything, but she could still imagine the screams of agony and terror as the citizens of Vale – many of whom had never even seen a Grimm before – stared down a murderous horde bent on their destruction.

"Shouldn't we help them?" Honey whispered, watching the same massacre.

"We need to secure Beacon first," Lilly answered, even if part of her wanted nothing more than to leap from the shuttle and fight their way through the city. "The focus of all this seems to be the school. If we can stop the attack there, we can send more people to help."

"Most of the soldiers are heading down there already," Randi added. "Plus, I overheard a few Huntsmen at the arena say they were going to the city, too. We're not the only ones fighting out here." Lilly nodded gratefully to her faunus teammate, thankful to have the calm girl around to keep Honey focused.

"We need to get to Yang and the others when we land," Ruby piped up, tearing her eyes away from the next window over.

"That won't be easy," Jaune sighed as his team joined them. "The school is crawling with Grimm and White Fang right now."

"How do you know that?"

"Pilot's radio," the blonde boy shrugged, jerking a thumb upwards to the cockpit above them. "Popped up there to ask how long until we land. Soldiers at the school are calling for backup. The pilot told them we're on our way, but the transmission cut out after that."

"Sounds like fun!" Sun cheered, his team rising from their seats nearby to join their growing squad, even as CFVY and ABRN slid closer from the sides to listen in. As goofy as Sun acted, Lilly figured he was just putting on a brave face for everyone. The way his hands kept nervously reaching for his collapsible staff proved him just as nervous as the rest of them. "So, what's the plan, Lilly?"

 _This again._ "Why are you asking _me_?" Lilly finally asked. Leading her team had been hard enough on her. She'd gotten them through things like the Breach, but never cleanly. Smit nearly died protecting her from the Grimm. Honey's morale hit an all-time low due to her lack of caring. Sure, they'd survived, but being a leader took more than that. "Why not Coco? Or Ruby? Heck, even Jaune might be better." And didn't that sting a little. "What right do I have to lead you?"

Literally everyone else on the shuttle had done better than her team, making it to the doubles and even the singles rounds in some cases. Most of them were better fighters, too. As much as it hurt to admit, she was probably one of the least qualified leaders here. _I've only gotten this far thanks to my team. Randi and Smit are the real muscle, while Honey always has to swoop in and save me from the personal mistakes._ Sure, she crafted strategies for them all, but it wasn't like they couldn't fight without her. Randi could strategize with the best of them. Smit had a decent head on his shoulders. Honey had some good ideas, if she would ever speak up and share them.

So why her?

"You're a great leader–"

"–quick on your feet–"

"–more logical than me."

The hollow praise rang in around her, frustrating Lilly as their anecdotal evidence failed to convince her. Any other time, the claims would've sounded nice, but with so many lives hanging in the balance, Lilly needed more than her classmates saying she'd grown so much or really helped them this year. If this was the best they could come up with, then they might as well give up now. Her best plans couldn't even get her team through the first round of the Tournament. They'd need a lot more than that to survive the calamity awaiting them.

"Alright, everybody, can it!" The chorus of voices halted abruptly, mouths clicking shut as Coco pushed forward to Lilly. "Look, kid, I don't think you're getting it. We're not asking you to lead us."

"But they–"

"They're scared," Coco bluntly pointed out. A soft chuckle broke through the girl's confident demeanor, if only for a second. "I don't blame 'em. Heck, even _I'm_ a little spooked."

"I'm terrified."

"Who wouldn't be? I mean, have you _looked_ outside? This ain't no walk in the park, girlie. But despite all that, you still kept thinkin' straight." Coco tapped a finger against Lilly's forehead. "You rallied the troops back in the arena. I was ready to charge off and pick a fight with the first Grimm I saw, but you got us all back on track with that little speech of yours. Half of us would be running through town looking for a fight if it wasn't for you."

"You mean you all trust me because of some stupid speech?"

"No, we trust you because you've still got your head on straight," Coco corrected, earning more than a few nods from the assembled teams. "Plus, you're a pretty bright kid, from what I've seen. Velvet won't shut up about your fight. Heard how you and your beau looked after my team while I was out of it, then you went and proved I wasn't losing my mind. Guess I feel like I owe you one for that."

Looking around, Lilly couldn't help but notice how the others looked to her. Ruby kept checking her scroll every few seconds, hoping for some update from her team. Jaune tried to act confident, but there was no denying the nervous way he kept fidgeting with his armor as he stuck close to Pyrrha. Arslan – the normally stern-looking leader of Team ABRN – tapped her foot impatiently, stealing glances at the nearby windows as her fists clenched unconsciously.

"Anyways, we aren't asking you to be our leader. We just need you to point us in the right direction," Coco said. "I'm gonna shoot somethin'. Just need a target. Think you can do that?"

 _Not their leader? More of a strategist._ That...that sounded a lot better to Lilly. She still worried about Smit, but she trusted him to be okay and tried to focus on the task at hand. In doing so, she'd accidentally gotten everyone else back on track and set herself up as the level head of the group. They didn't need someone to take over. They needed a plan.

And _that_ was something Lilly could do.

"Listen up, everyone!" Lilly announced, stepping forward as her mind put together a basic plan. With limited intel to go on, she needed something simple that the teams could adapt as they went. "First things first. We need to secure the courtyard and docks. Once we have a solid foothold, we'll work on expanding around the school, cutting off any Grimm or White Fang reinforcements." They'd have the biggest advantage in the open, rather than in the confines of the school buildings. "There might still be civilians on site. If you find any, escort them back to the docks for evacuation."

"Sounds good to me," Coco shrugged, patting Lilly on the back hard enough to make her stumble.

And just like that, the teams dispersed, huddling to discuss specifics as they accepted her plan without question. Lilly felt she should be amazed at their willingness, but she knew from experience that all you needed sometimes was a little kick.

"As for us," Lilly continued quietly, drawing Honey, Randi, and Ruby closer. "Our goal will be to find the rest of Ruby's team." Ruby's face lit up at the decision, but Lilly figured it was the most logical step for them. Ruby was bound to seek out her team. Rather than let the girl rush off on her own, Lilly figured they'd help her search. Plus, given all their time together, their teams could easily join forces and fight together, just like they'd done so long ago at the city's docks. "Once things calm down, we'll–"

"Hold on!"

Lilly fell into Randi as the shuttle turned sharply to the side. A second later, the entire craft shook as a bright explosion lit up the windows she'd been staring out of earlier.

"What was _that_?!?"

"Landing zone is hot," came the reply from the cockpit, courtesy of the overhead speaker. "Taking fire from the courtyard. Managed to avoid that one, but this clunker ain't pullin' any evasive maneuvers. You kids okay?"

"We're fine," someone grunted from the pile of students as they worked to extricate themselves from one another.

"But the shuttle's not." Randi pointed out the window, where one of the lazily flapping wings had been. Now, the smoldering stub waved uselessly in the air, causing the ship to list to one side as the pilot fought for control. Lilly rushed to the window for a better look, but couldn't see much.

"We lost the port engine and one of the stabilizers," the pilot reported, his voice carrying some of his strain as he kept the shuttle airborne and on course. "Still have control for now, but I can't promise a smooth landing."

"Just get us to the school!" Lilly shouted, hoping he could hear her through the floor separating them. Ahead, Beacon came closer, providing a clear view of the raging battle. Grimm scattered in every direction, some even trying to climb the school. Most focused on the bright splashes that denoted the students defending the school. Amidst all the chaos, Atlesian Knights and Paladins could be seen firing away, but something was wrong.

"What's going on?" Honey asked as a Paladin charged the courtyard, crushing Grimm beneath its mechanical feet as it went. That would've been fine, if not for how it bore down on the students afterwards.

"They're attacking the students..." Randi murmured to herself, sharp eyes taking in the approaching battlefield.

"Who's attacking them?" Jaune asked as Pyrrha lifted him off a Ren, who had somehow wound up at the bottom of the dogpile.

"Atlas," Randi reported. "Well, at least their robots are."

"What? But why?"

"I don't know." Randi squinted as she tried to get them more information. "I think I see soldiers helping the students, but the Knights and Paladins are ignoring the Grimm entirely to attack the defenders."

"That doesn't make any sense," Lilly whispered. _Why would their robots be attacking us?_ She wasn't foolish enough to think Atlas was siding with the White Fang and Grimm, especially given that their soldiers were still helping the students. _Just the robots then. But how?_ "The battleship!"

"What? Where?"

"No, the battleship," Lilly said again, pointing back to where the ominous craft likely lingered. "It probably has some sort of control over the robotic troops. If someone were to take control of it, though..."

"They could turn the robots against us," Jaune finished for her.

"What do we do?" Honey asked.

As the craft clumsily lowered, Lilly watched a Paladin topple at the end of the docks, crushing a few Knights nearby under its gigantic mass before it slowly slid off the edge. A pair of students – third years who she'd seen once or twice around school – rushed in to finish off the remaining Knights.

"We fight," Lilly answered, twirling _Tantum_ and _Brevis_ into her familiar defensive stance as the shuttle bounced hard against the landing platform. "Until Ironwood can retake his ship, we have to assume all robotic soldiers are against us. Treat them as you would the Grimm." In other words, terminate with extreme prejudice. Lilly spun to face Ruby, snapping the girl out of her shocked daze. "Ruby, you know a lot about those Paladins, right?" Lilly counted on the girl's weapon obsession, as well as her team's fight against Torchwick's, to come in handy. "How do we take them down?"

Ruby's brow creased as she focused on the question. "They're heavily armed. Pulse cannons on the arms. Rockets on both shoulders."

"And they're pretty much covered in sensors," Randi added. _Oh yeah. I almost forgot she helped them fight one._

"Right. Sneaking up on one is nearly impossible, but they have trouble dealing with multiple targets if you keep moving. Best bet is to work as team and keep them distracted while someone targets the joints to disable it. Only other option is to target the head." Lilly had to fight the urge to point out that it was a cockpit, not a head. Instead, she let her young friend continue uninterrupted. "If you can cause enough damage, you should be able to disrupt its control center entirely."

"Alright, you heard her!" Lilly yelled as the rear doors began to open. "Let's show these monsters what happens when you mess with Huntsmen. For Beacon!"

"For Beacon!" Even if some of the teams were from other academies, they all echoed the cheer as they poured out of the shuttle to join the battle.

/- - - - - - - - - -/

"So how's the rest of the team?" Sergeant Fredricks asked as he led Smit on a winding path through the hectic command center. Soldiers and emergency personnel darted in front of them, scurrying between stations to coordinate efforts or report to their units in the field. Fredricks seemed in no hurry.

"Pretty good," Smit answered, unsure of what else to say. He'd been forced to ditch Lilly as the attack started, but he doubted the sergeant wanted to know that.

"You and that Lilly girl dating yet?" Smit's eyes widened at the question. "Oh, come on kid. I'm a cop. Part of my job is noticing things. You think I'd miss something _that_ obvious?" Smit stumbled over his words, unable to form a response. "Flirting aside, you couldn't keep your eyes off her."

Swallowing his nerves, Smit finally spoke up before Fredricks could expound any further. "We actually started dating about a week after that."

"Good for you!" Fredricks cheered, slapping Smit on the shoulder in celebration as they neared the door Fredricks had been guiding them toward. They stopped as the sergeant pulled out a large keychain, idly flipping through them until he found the one for their door. "Seems like a nice girl. For what's it's worth, I hope it wor–"

Smit jumped back as a burst of gunfire raked the sergeant's back, sending the large man stumbling into the door before slowly sliding to the floor. Smit whipped to his left for the source of the attack. Where he expected to see masked faunus stomping into the room, instead he found himself staring down the barrels of a half-dozen Atlesian Knights as they unleashed horror upon the room. Men and women fell unceremoniously before most realized what was happening. A few managed to dive for cover, snatching weapons from holsters or hidden compartments to return fire, but the robotic death squad simply marched forward into the scattered defense. The high-caliber rounds of their rifles, designed to pierce the tough hides of Grimm, easily punctured through the desks and tables to reach their hidden targets.

"What in the–" The lieutenant burst from his conference room, only to draw the attention of his former escort. "Knights, stand down! Authorization Whiskey Tango Fo–" The man never finished his override command as the two Knights riddled their commanding officer with bullets, his limp body falling back through the door before the attackers returned to their slaughter.

Smit snapped out of his shock with a guttural roar, hands igniting as the handcuffs easily snapped. The lingering flames that he'd pushed down for so long consumed him, but for once, he didn't mind. He rushed forward, kicking off an overturned desk to hurl himself at the nearest pair of Knights as they turned their fire on a sofa. The pained scream that came from the other side proved their accuracy before Smit's hands reached the throats of both. Smit squeezed tight, crushing whatever mechanisms his fingers had found, even as the flames grew brighter. With a sudden jerk back, Smit wrenched out the melting components before rushing to the next pair as the two lifeless piles of scrap collapsed with a mechanical whine.

The two who'd taken out the lieutenant soon found a raging inferno bearing down on them, but largely ignored him as they continued their extermination. A ball of fire erupted against the first's head, cleaving it off in a single strike to crash through the window of the conference room. Before the body even hit the ground, Smit snatched the rifle from its hands, shoving the barrel between its counterpart's legs before discharging the entire thing upwards. Bullets pierced through the lightweight metal with ease, sending a shower of oil and other fluids upwards before the thing tumbled to the side.

The last two, who'd taken position near the door, decided they'd done enough and turned for the exit. "Come back here!" Smit screamed, hurling the remains of his latest victim across the room. The limp body flailed helplessly as it flew before body checking his target out the door with a crash. The last fell as Smit tackled the thing from behind, pinning it to the ground as his fists rained down on the accursed automaton. His shouts of hatred reverberated with each blow, caving the armored plating in as his fists ruptured through the back and began smashing the inner workings to pieces before carving a large hole below him. Even then, he persisted. When he finally pushed off the wretched thing, he could see clear through it to the solid pavement lurking beneath the station's flooring. His knuckles ached from the unrelenting blows, but he had other things to worry about.

Room cleared of the threat, Smit panted angrily as he scanned the room for survivors. Everywhere he looked, the bullet-riddled bodies of the command center lay helpless, many still bearing the agony of their parting on their faces. He heard something metallic click on the hard floor nearby and hurled the overturned table away, only to find a trio of limp forms sprawled out behind the useless barrier next to an unfired handgun. His search continued as he checked for any survivors, but everywhere he looked yielded more of the same.

Finally, he came to the first victim of the sudden assault – Sergeant Fredricks. Having not seen the attack coming, the man's friendly smile remained fixed on his face – a horrible clash with the horrendous scene around him. Smit desperately checked his friend for a pulse. He waited in vain for several seconds, hoping against reason to feel even a single, faint throb of hope in the poor guy's veins. When no such mercy was granted, Smit's fist plowed through the drywall beside him. Another two holes soon followed before he finally fell back against the wall, fighting to regain control from the angry flames that raged within. They pushed back, urging him on, before winking out suddenly as a familiar ringtone sounded nearby.

Smit scrambled over to the downed form of Sergeant Fredricks, rolling the man over onto his back as he raced to find his scroll before the song ended. Triumphantly, he pulled out the small device, wiping off a small bloodstain before turning it over. Right now, he could really use a moment to talk to Lilly, both to prove she was safe and calm him down a little.

He nearly hurled the thing away when Mercury's face popped up on the caller ID. Instead, he accepted the call.

"What's going on?" Smit demanded angrily.

"Well hello to you, too," Mercury answered, a hint of laughter in his voice. Smit wished he could reach through the scroll and throttle the guy. _What's wrong with you? How can you laugh at this crap?_ Smit thought he was messed up, but he was nowhere near as bad as Mercury.

"Shut up! I know your team's involved in all this!"

"Oh no! You've discovered our master plan! Whatever will we do now?" The obvious sarcasm stung. "Anyways, glad to hear you're still around."

"Why would you care? We're not really friends."

"Ow. You wound me." _If only._ "Kinda figured you'd be done with me and all, but I really did enjoy hangin' out. Nice to have some guy time every now and then."

"We both know you didn't call me out of any concern for my wellbeing," Smit growled, tired of the stupid games. "What do you _really_ want."

"Straight to the point, eh? I can respect that." Smit could hear another voice in the background, but couldn't hear what they were saying. "Look, your beloved Headmaster took something that wasn't his. We're just here to take it back."

"Then take it up with Ozpin!" Smit shouted into the scroll. "Why should the rest of us suffer for your disagreement?"

"You don't get it, do you? You're all pawns to that guy. If we tried to take it back, he'd throw each and every one of you in our way to protect himself. He runs a school for fighting Grimm, but he trains you to fight people like me instead. Figured it would be easier if we kept his little soldiers busy. Once we have what we're after, we'll leave. I promise."

"Like I'd trust you." Someone who was willing to commit straight up genocide wasn't exactly the most trustworthy individual.

"Not really asking you to trust me," Mercury answered nonchalantly. "I am, however, making an offer."

"I don't want anything from you, you psycho." Smit doubted there was anything they could offer him. Mercury's team had hurt his friends, framed him, and unleashed this new hell on the city. Smit yanked his scroll away to hang up.

"What about that Lilly girl's safety?"

Smit's thumb hovered over the button to end the call, cursing internally at his own hesitation. Reluctantly, he brought the scroll back to his ear. "What do you mean?"

"I know how you can protect your friends. _All_ of them." Even if Smit wouldn't admit it, Mercury had his attention. "And it'll only take a little effort on your part."

"I won't join you."

Mercury's laughter boomed in his ear. "Don't worry. That wasn't ever on the table. You've been useful and everything, but you're nothing more than a tool for us. Anyways, you want my advice or not?"

Smit considered turning Mercury down on principle. They always said to not negotiate with terrorists, but did that include accepting help? Put like that, it sounded just as bad, but if he passed on a chance to save his team and Lilly got hurt, he'd never forgive himself.

"Why should I trust you?" Smit asked, still uneasy about the whole thing. "You started this whole fight. Why would you want to help your own victims."

"First of all, Ozpin started the fight, not us. Secondly, like I told ya, we're not really interested in a bunch of kids. You're an inconvenience at most."

"An inconvenience?" Smit could feel his temper rising at the casual dismissal of so much death and suffering. "We're people, you monster! I just watched a whole room of innocents get mowed down by your little robot army!"

"Yeah, but did any of them target you?"

Smit's rant stopped short at the question. Looking back over the horrific scene, he realized the Knights had focused on everyone _but_ him. Even when he attacked them, they kept firing at the rest of the station, not even trying to defend themselves as he tore through them. The last two even tried to leave at the end without firing a single shot at the biggest threat in the room.

Smit's silence proved answer enough for Mercury. "That's what I thought. Trust me, that wasn't an accident. Call it a show of good faith, if you will. Those things have a target exception list, and guess who's on it."

 _They made it so none of the robots target me?_ That made no sense. They didn't owe him anything. Mercury had already shot down the idea of recruitment – not that Smit would've accepted. So why would they purposefully spare him like this?

Unless this was just another part of their plan. _First the CCT. Then the broadcast. They've been setting me up this whole time!_ Eventually, once the dust settled, there'd be an investigation into the attack, including the hacking of Atlas equipment. He'd already be in the hot seat after the broadcast painted him as some sort of psycho killer. If his name was explicitly listed as a non-target in whatever virus they used – especially after the CCT footage seemed to show him installing said virus – the public would demand his head.

"I'm not taking the fall for all of this!" Smit declared, piecing together their plan and not liking the outcome. "You think people will forget your involvement to focus on me?"

"Wow, you're dumber than you look," Mercury laughed. "Sure, if they look into it, your name will be front and center, but you really think Ozpin will let something like that get out? 'Course, that assumes they're even around to investigate in the first place." Smit didn't like the sound of that, but Mercury pressed on before he could question it. "Sadly, your friends didn't make the list."

"My _team_ can handle a bunch of Grimm and robots," Smit boasted confidently. Sure, he worried about them, but they trained to fight the Grimm, and a bunch of clunky robots wouldn't hold up to a Huntsman. The Paladins could be a problem, but his team wouldn't be alone. _Yang freakin' destroyed one in a single punch! I think they can handle themselves._

"Cute, but this is just the opening act. What comes next is well beyond any of your precious classmates." The way Mercury stated it as a foregone conclusion had Smit on edge. _There's more? What else could they possibly throw at us?_ "You wanna survive? Run. Get your team and go. We're not really in the kid-killing business. You get outta here, we'll let you live. But anyone who stays near the tower is done for."

"You think we'll just abandon our home so you can have an easier fight?"

"Trust me, dude. We don't really care. If we gotta cut you all down, we'll do it." Again, such confidence, but if his team could arrange all of _this_ , then what else were they capable of? "Look, man, I'm giving you an out. Just take it. Walk away. Settle down with your girl and start a family. Turn your team into your personal harem. I don't care. This isn't your fight. Don't make it your funeral."

Smit didn't care what happened to him. He'd gladly fight to the death for his team, but could he risk them as well? Like Mercury said, this wasn't really about them. They'd always been told that a Huntsman's priority was saving lives, but who were they really defending at the school? "What if I got them to stay in the city?"

"Can't promise anything there, but we don't really care about Vale that much. We'll take what we need from Beacon and go." _So all I have to do is get everyone to head for the city, let them steal whatever they're after, and we all survive._ "Obviously, there's still Grimm and everything to worry about, but the worst of it will be at the school thanks to your Headmaster."

If he could convince his friends to focus on civilians rather than the school, they could save themselves and the city, then reclaim the school once Mercury's team left. It would also give them time to get reinforcements. It felt pretty selfish, but what was the point of sacrificing everyone to defend a bunch of buildings and whatever Ozpin "stole" from them. The school could be rebuilt, but right now, the city needed them more. If saving lives also kept them alive, then all the better.

"Fine, I'll do it." Lilly would hate the idea, but then, she didn't need to know the truth. Maybe he'd explain someday, but not right now. He hated taking orders from these murderers, but he'd never forgive himself if he didn't take the chance to save his friends. There were already enough bodies around him. He didn't want to see his team added to that terrible count.

"First smart thing you've said today. Might want to hurry though. We're not gonna wait." Smit wondered if they were worried about more Huntsmen showing up. Those on missions or in places like Patch would probably be mobilizing to join in the defense, meaning it was only a matter of time until the threat was swept aside. "Get your friends out, or bury them. Your call."

The line went dead as Mercury hung up on him.

/- - - - - - - - - -/

"Got your back!" Randi yelled as she lunged past Honey to drive her spear through a Beowolf's head. Honey nodded her thanks, too busy focusing on pinning down a Paladin for much more.

The teams had spread out a little on landing. Weiss and Blake had been easy enough to find, the two holding back Grimm and Knights near the docks with a few other students. Yang hadn't made an appearance yet, but Weiss assured everyone that the blonde was fine. Yang had provided an update after most of them disconnected from the conference call, hanging up as she ran into some Grimm. Evidently, the students inside had split into three groups, with Yang joining the side defending the dorms. Ruby figured her sister was trying to rescue Zwei and shot her a quick message to find them when she was done.

Since then, the students from the docks had pushed through to join the main group, establishing a solid foothold leading between the main entrance and the docks. Unlike the annexes, the main building remained Grimm-free thanks to the students pushing out from there. The few civilians inside – mostly janitors and kitchen staff – were escorted by soldiers to the docks to await transport. Every now and then, the line flexed under the continuous pressure, but never broke. The Paladins proved the biggest threat, but Randi still had to keep her head on a swivel to watch for Grimm both around and above.

With her lack of ranged weaponry, she'd been relegated to defending the line while the others focused on pushing back the attackers. A few others, including CRDL, followed suit, weaving through the line of students and soldiers to reinforce as needed. Any time the line began to buckle, they'd swoop in and push back whatever new threat appeared, but that happened less and less now that they'd gotten into a groove, so to speak.

The real difference ended up being the soldiers. A bullhead had arrived with fresh troops and equipment for an anti-air emplacement, which now dominated one of the central landing platforms. Nevermore and Gryphons were ripped from the sky by the added firepower, keeping the airspace relatively clear. But it wasn't just Grimm that the cannons pushed back.

As the White Fang continued to drop Grimm and troops around the school, the commanding officer of the troops stationed at the school had requested a change in clearance codes on a secure channel. Anything that came near without the updated code was deemed hostile and dealt with accordingly. A few managed to survive being targeted, but most wisely chose to stay away once they realized the change in tactics.

Without the continuous stream of reinforcements, the tide had shifted. With only one reasonable approach point left, the defenders soon found themselves pushing back the attack on most fronts. White Fang and Grimm didn't really mix well, meaning the only fresh forces they now faced were robotic and a small trickle of Grimm. That still presented a challenge, but less than being surrounded by all three forces.

 _We can actually win this,_ Randi thought, watching as morale soared among the students. With every inch of ground they claimed, the oppressive weight of their supposed doom fell from their shoulders. Honestly, Randi had assumed their best bet was to hold out for the teachers, but now it looked like they were set to retake their school alone. _Guess all that training paid off._ Fighting each other in the Tournament wasn't the true test of Huntsmen. As she watched teams come together for the first time, flowing as a single unit against a common foe, she was reminded just how much they'd grown in the few short months. Some had struggled against scattered Grimm in Initiation.

Now, wherever the students went, Grimm bodies and robots were torn asunder.

"Teams, report!" Weiss yelled, wielding her scroll as Blake and Ruby closed ranks around their teammate. She'd set up communications once they'd established a path to the main hall, connecting with the leaders of each group to coordinate now that they had momentum.

"Dorms are pretty much clear!" came the cheery voice of Yang, followed by a pair of barks that proved Zwei was safe. Already having Weiss's number, Yang had joined in unannounced.

"Yang are you okay?" Ruby asked, trying to snatch Weiss's scroll but failing.

"I'm fine," Yang insisted. "Ran into some Grimm, but nothin' your big sis couldn't handle."

" _Other_ teams, report," Weiss growled, unwilling to let the pair dominate the airwaves and ruin her arrangement.

"Perimeter around the dorms is holding steady. Sending reinforcements to the main approach."

"Still got some resistance behind the school, but we'll be okay."

Weiss waited for more, but the other teams failed to answer. "Cafeteria team, report." Silence. "Cafeteria, re–"

"We're being overrun!" came a grizzled voice Randi didn't recognize. "Main approach! Too many to hold! We're falling back!" The line went silent again as they presumably focused on fighting rather than narrating.

"We're on our way!" Weiss assured them. "All teams, focus on reinforcing the main approach. We need–"

"Incoming!"

All eyes turned toward the shout, even as a pair of Paladins charged straight for the group, barreling past defenders without slowing. Explosions and gunfire trained on the pair, causing one to stumble as they came closer. It tried to keep its footing, but a final blow forced it to the ground as several students rushed in to finish it off.

"It's going for the cannons!" someone shouted. Whatever system controlled the treasonous robots must've decided the anti-air emplacement was the most valuable target, and it wasn't wrong. The cannons hadn't stopped firing since arriving, mowing down White Fang bullheads and aerial Grimm. The lack of reinforcements had become the turning point of their battle. Losing that capability wasn't an option.

The remaining Paladin ignored its fallen comrade, swiping an armored arm to batter aside Ruby's charge. Ice sprouted from a leg joint, but cracked before it could spread. As the full attention of the students turned on the behemoth, it began to waver, struggling to keep its feet underneath before gravity finally won out. The victorious cheer didn't last long, however, as the Paladin lunged forward at the last second, throwing its entire mass forward in a final act of defiance.

Despite their impending doom, the soldiers refused to abandon their post, riddling an approaching bullhead with holes. Flames spitting from the rear spoke of the soldiers' accuracy as the craft lost altitude and veered to right, losing control before it could reach the school. Task completed, the gunners dove away, narrowly avoiding being crushed by the Paladin's belly flop. The tangled mess of metal skidded across the platform. Nearby shells tumbled along, finally succumbing to the heat and pressure as one erupted. The blast weakened another, setting off a chain reaction that engulfed the area in a mighty explosion. The force threw several soldiers and students off their feet as the flaming pile was sent careening to the forest below. A final fireball billowed up among the tress, flames quickly spreading among the flora.

The forest fire would have to wait, however. Right now, there were bigger concerns. Before disappearing over the cliff edge, the side of the crashing bullhead was peeled open as a massive Alpha Beowolf clawed its way from the flaming craft, hind legs launching it from its metallic coffin to the far side of the courtyard. The monstrous form sniffed the air, howled, and charged toward the cafeteria.

"Alpha!" Randi hollered, pointing as the creature vanished around the building beyond. A few heads turned, but no one seemed too worried. They had teams spread around the campus at this point, and there wasn't anything important over in that direction.

"Cafeteria team, you've got an Alpha heading for you," Weiss advised, waiting for any form of acknowledgement. "Cafeteria team, do you copy?" Still no answer. "Anyone heard from the cafeteria team?"

"Negative," came the response in a female voice. "Teams Blaze and Chalk were sent with a few soldiers to look for civilians. Said they found a few, but haven't checked in since then. Assumed they came back to the docks."

"Anybody seen Blaze or Chalk?" Weiss shouted, looking around for their fellow first-years. The bright red hair of Team BLZE's leader was nowhere to be seen. A few called back that they weren't there. Weiss tried her scroll one last time. "Blaze. Chalk. Can you hear me?"

Silence.

"Blake, you and Randi check the cafeteria, then circle back to us." Weiss pivoted to the others before Blake could answer. "I need three teams to reinforce the main approach!" A few people looked around, some trading nods before charging off to reinforce the failing lines. "The rest of us need to hold here. Without the cannons, we're about to have a lot of company."

As if to prove her point, a Gryphon crested the docks behind her, but vanished from view as Ruby's shot pierced a glowing, red eye. The hooded sniper sent a quick nod to her partner, scanning downrange for another target.

"Stay safe," Weiss instructed Blake, the former rivals sharing a quick nod before Blake charged off for her new task. Randi hesitated a moment, eyes shifting to Pyrrha, who kept stealing glances back at the tower. The maiden's powers would be tempting right now, but they had no idea if it would even work. The last thing they needed was one of their best fighters knocking herself out of the fight on such a gamble. If she knew where Ozpin was right now, she'd probably have taken the risk herself, but reports spoke of teachers defending the city, meaning her best chance of finding him would be once they secured Beacon.

"Honey, do me a favor," Randi said, pulling the smaller girl aside for a moment. "Keep an eye on Pyrrha while I'm gone."

"Pyrrha? Why?"

"Just...trust me. Don't let her run off and do anything stupid, okay?" Hopefully, Randi would be back in a couple minutes, missing teams in tow so she could continue keeping Pyrrha safe. Once things calmed down, she'd find Ozpin and accept his offer. She'd come to the conclusion earlier, but figured she'd wait until they caught their illusionist.

Sadly, they'd not gotten the chance.

"I'll watch out for her," Honey agreed, despite not knowing any details. Trusting someone so easily was still unnatural for Randi, but she knew her teammate wouldn't let her down. "Just promise you and Blake will be safe."

"We got this," Randi grinned before dashing away to catch up to her fellow faunus. "I'll be back soon!"

After all, it was just a single Grimm. How difficult could _that_ be?

Randi knew Blake was holding back to let her catch up. Randi was a decent runner, but she excelled at long-distance. Blake definitely had the advantage in short sprints, especially given Randi's heavy armor and shield. _Good to see she isn't rushing off alone._ They'd come a long way from their days of charging in alone to face every threat.

Randi rounded the corner of the cafeteria alongside Blake, just in time to see their target Grimm leap up and grasp the outer wall, masonry cracking under the monster's cruel claws as it prepared to scale the building. Blake took aim, but needn't have bothered as _Angriff_ pierced the creature's throat. The hulking form toppled to the ground nearby as Randi jogged forward to reclaim her weapon. Blake followed, keeping watch for any further threats as Randi wrenched her spear out of the fading Grimm's form.

"Guess we'd better look for our lost sheep," Randi laughed, turning to Blake.

Blake didn't answer, eyes peering through the tall windows of their dining hall with naked fright. Randi followed her gaze to the silhouette of a tall man in black, outlined dramatically against small fire burning away in the corner. For a brief moment, Randi was grateful to see another Huntsmen, but that thought quickly died as she noted a few important details.

If the modified White Fang mask wasn't obvious enough, the limp form of their classmate in his grasp made it clear he wasn't on their side. Carnelian Digby, proud leader of Team CHLK, twitched as the crimson blade slid from her stomach. Randi watched as the mysterious murderer tossed the girl's body to the side alongside her defeated team.

"No," Blake choked out, rooted in place. "Adam?"

"Wait, you know him?" Randi asked, keeping her eyes locked on the man as he turned to face them. If the pile of bodies around him didn't already scream how dangerous he was, the sheer confidence he carried himself with made it clear. Every instinct in Randi screamed she should grab Blake and run.

"Hello, my darling."


	47. Divide and Conquer

The outer doors of the police station slammed open as Smit barreled through them. A quick glance at his scroll once again assured him his team was okay. The three girls' photos smiled back at him, each beside a bright green aura reading. None of them were full, but the missing segments weren't concerning. They'd been fighting – obvious, given the state of the city right now – but hadn't taken any serious damage along the way. His own reading looked a little better.

Then again, having opponents who were programmed to ignore you helped a lot. He'd lost a sliver thanks to some of his own strikes, but nothing worth noting.

More important to him was the message he'd found after his call with Mercury.

_Heading to Beacon. We'll find you after. Stay safe._

Lilly's short message – received at some point during his brief arrest – confirmed what he suspected. The teams had retreated to defend the school, likely hoping to use it as a staging ground once they cleared the area. Unfortunately, that placed them right in the crosshairs of this attack. _If Mercury's focused on the tower, they'll have to go through the school's defenders._ He needed to get everyone away from the school before that happened.

"C'mon, c'mon!" he shouted impatiently as his scroll continued to reach out to Lilly's, only for him to growl and stuff the thing in his pocket as he hung up on Lilly's voicemail. "Guess that would've been too easy."

He still wasn't sure how he would convince his friends to abandon the school, but he had to try. Maybe they could hold out as a group against this siege, but he wasn't willing to risk it. _Let them take whatever they want and leave._ The authorities could sort it all out later. After all, they were still just kids. Better to step aside and let the _real_ Huntsmen do their thing. No matter how talented people like Pyrrha and Randi were, at the end of the day, they still didn't stand a chance against experienced Huntsmen like the faculty. Torchwick had managed to hold out against Blake, Sun, Yang, and Randi all at once. If he was merely a pawn in this scheme, Smit wondered how much stronger the ringleader would be. On top of that, they already had Mercury's team, Torchwick's empire, the White Fang, and a whole army of Grimm. What else might be thrown at them?

 _Gotta get to Beacon._ Smit looked around desperately, trying to ignore the bodies scattered in every direction. Evidently, the soldiers and police outside had put up a good fight, judging by the remnants of Knights and even a downed Paladin mixed in, but the remaining robots made it clear who'd triumphed. Another Paladin slowly stomped past, pausing to scan the area. It briefly pointed at him, but quickly turned and continued its rumbling march, crushing bodies and Knights underfoot without a care as it searched for new targets.

Smit finally let out the breath he didn't realize he'd been holding in as the monstrous mech passed on, proving Mercury had told the truth. A few Knights milled about nearby, stopping periodically to scan the bodies for signs of life. That they never fired at the downed forms proved there'd been no survivors. Despite the lack of a threat they posed now, Smit took a moment to quickly move among them, grasping each by the throat to rip out whatever vital mechanisms he could get his hands on before moving on to the next one. None of them even tried to defend themselves as he dispatched them one by one. He felt like a ghost as they seemed blind to his movements. _No one else will be dying to you tonight._

Content that he'd cleared the station for now, Smit turned his attention to getting back to his team. Ideally, he'd call for a ride, but Smit doubted they'd spare a bullhead to pick him up from his sudden, unscheduled release. Hitching a ride with the White Fang sounded even less appealing. He was about to start the long jog back to the school, fully aware there'd still be a horde of enemies between him and his destination, when his eyes caught a glimpse of a bullhead's nose poking out from the corner.

Smit sprinted around the building to find an intact bullhead parked and waiting. The cargo ramp at the back sat open, providing access to the craft. _Hope they left the keys in the ignition._ Smit climbed aboard, finding the cargo bay nearly empty save for the pair of bodies sprawled out in the middle. Smit recognized them as the pilots that had flown them to the station. _Must've been prepping for takeoff when the fight started._ The pair looked to have run from the cockpit to help, but didn't make it very far. The handgun in the co-pilot's hand wouldn't have done much against fully-armed Knights.

Smit tiptoed around the corpses to reach the cockpit, scanning the console for signs of life. A few holes in the glass ahead would be bothersome, but at least nothing had hit the controls. For once, it seemed luck smiled on him. He buckled himself into the pilot seat, thankful they'd already done most of the prep work as the engines roared to life at his command. _I've got to warn the others._ The craft lurched and groaned under his control, rising clumsily from the ground to narrowly miss clipping the station's roof as he rose above the city and slowly turned toward the glowing lights of Beacon Tower.

_Time to see if my flight sim games pay off._

/- - - - - - - - - -/

"Goin' low!" Lilly hollered as she rushed the Paladin, sliding to avoid a metallic fist that cracked the pavement behind her. As she continued underneath the hulking robot, a well-aimed blast from _Brevis_ shattered the small dome on its underside, obliterating another sensor in a spray of shrapnel. Even in its blind spot, however, the Paladin raised a massive foot to stomp on the latest aggravation, calculating her position from her original trajectory with frightening accuracy.

The foot never connected. The Paladin stumbled to the side, pulled off-balance as _Singing Scourge_ wrapped around a shoulder joint, burning brightly as Honey pulled hard. Normally, that wouldn't have accomplished much, but with an extra set of hands from Arslan wrapped around the handle of her weapon, the two yanked Lilly's doom away. Before it could recover, _Singing Scourge_ had burned away enough material to sever the arm completely. The removed limb clattered to the ground as the Paladin turned its attention on the arm thieves. The small doors on its shoulder opened to reveal a line of angry-looking rockets.

Ice sprung to life over the miniature silos as _Crescent Rose_ barked victoriously somewhere behind them. A small burst of flame announced the launch of the first rocket, which met the thick wall of ice and promptly exploded, setting off the others to blast a gaping hole in the Paladin's cockpit. The critically injured mech stood still for a moment, as if unsure of what to do now, before slowly tipping forward and crashing to the pavement.

"Thanks for the save, Honey," Lilly panted as she dusted off the back of her skirt.

"Got ya covered!" Honey cheerfully replied, shooting a quick thumb up to Ruby in the distance. "Nora's gonna be mad we got another one."

Lilly rolled her eyes, not at all doubting the hammer-wielding psycho of Team JNPR would be keeping score. Part of her wanted to join in, but she didn't think she'd stand a chance against a competitive Nora. Especially given how worn down she already felt. "Not sure how much longer we can keep this up," she groaned, cracking her neck to the side. "Runnin' a little low on ammo."

"Same here," Honey said, patting her pouch of dust vials. The way it sagged under her touch spoke of just how few were left. "They just keep coming, though."

"It'll be okay." Lilly gave her partner a reassuring pat on the shoulder. "Weiss said she's got a team raiding the school for supplies. Once they get here, we'll reload and push 'em back. Plus, we'll have some fresh fighters."

Weiss had proven quite the capable organizer, quickly taking over the role of coordinating teams around the school as only someone with the training of a Schnee could. As much as she'd complained to everyone about the endless classes her father put her through, it seemed the skills for managing a business had adapted to the battlefield. Teams moved between the different battle fronts to respond to ever-changing attacks. The supply lines she'd established would be vital soon. She still fought when needed, but her new role contributed far more than _Myrtenaster_ ever could.

 _I've got to push myself harder,_ Lilly schooled herself, watching others do far more than she could. The thoughts reminded her of her early days at Beacon, when she'd been wholly consumed with the idea of rising above her peers. Now, however, her goal was far less selfish. She could never hope to keep up with people like Randi or Pyrrha, but she had to try. Right now, they needed everyone at their best if they hoped to triumph. So far, they'd held the lines, but Vale couldn't afford a stalemate forever.

"Another Paladin heading our way!"

"Knights behind us!"

Lilly looked around, confirming the new attackers with a sigh. _Can't even let us catch our breath._ She felt a little jealous of those on the Knights' side, as she'd much rather take down a handful of those than face off against another massive mech. Alas, it seemed she was doomed to get the harder opponent for now.

Lilly readied herself as the clunky Paladin began to charge, tearing up pavement as it smashed its way across the battlefield. She studied it carefully, trying to decide where exactly to target. _Still can't do much to that armor, but the sensors are easy enough to damage._ She wouldn't be taking one of those things down singlehandedly, but she could blind it for others to finish. It wasn't the most glorious work, but anything she could do to slow them down would help.

Lilly tensed as the ground beneath her shook slightly in cadence with the massive steps of the Paladin. Knowing better than to wait for it to reach the battle lines, she ran forward with a nearly exhausted battle cry. Several others echoed it and moved to meet the charge.

Only to stop suddenly as a bullhead _slammed_ into the Paladin's side, crushing the two together into a single, fiery mess.

"Did someone just kamikaze a Paladin?" Lilly wondered aloud, still shocked by the sudden victory. It wasn't the most orthodox approach, but she couldn't argue with the results. _Now, we just need a few dozen more bullheads to sacrifice,_ she joked to herself. _What kind of idiots are flying these things?_

"Look!" Honey drew her attention to said idiot. The pilot, who had apparently bailed before the crash, slowly rose from the ground, clearly shaken by the impact. Lilly wondered how he'd survived jumping from a moving bullhead like that. Most people would've been nothing more than a stain on the courtyard if they pulled a move like that. _Must have aura. Not many pilots have that, let alone the training required to manage a landing like that._ Not that it was the most elegant dismount. The poor fool had evidently skidded across the pavement, rising unsteadily to shake off the crash landing before turning to face them.

"Smit?" Lilly squinted at the familiar figure, just to be sure. "Smit!" Her teammate turned his head at her shout, giving her a sheepish wave as he located the source. Lilly rushed forward, nearly tackling him in a hug before he knew what hit him. "You're back! I'm so glad you're here." Lilly pulled back just as he returned the embrace, smiling as she looked up into his confused eyes…

And slugged him in the shoulder.

"Ow! What was that for?"

"Never make me worry like that again!" She ordered, before pulling him into another tight hug again, a dizzying mixture of anger and joy battling for control. "I missed you so much." She let him actually return the hug this time, enjoying how secure it felt for a few seconds before letting reality set in again as she stepped back. "I didn't know you could fly."

"Fly, yes. Land, no," he laughed nervously. Lilly stared at him in disbelief, mouth hanging open. "Was aiming for the landing platforms, but guess I missed. I didn't hit anything, did I?"

"Just a Paladin," she shrugged, suddenly realizing he hadn't been there when the robots turned. "Someone's controlling them. They turned against us. It's–"

"I know," Smit sighed. "It's happening all over the city. That's…that's how I got out, actually."

"How you got out? You mean…"

"Yeah. Whole police station wiped out." Smit grimaced at the memory.

"That's terrible," Lilly managed to choke out. Bad enough that innocent people were caught up in all this, but Lilly hated to imagine seeing it firsthand. "Are you okay?"

"I'll manage."

"Well, for what it's worth," Lilly added, squeezing his hand in support, "I'm glad you were able to fight your way out."

"Yeah…fight…" Smit trailed off, lost in thought, before snapping out of it. "Listen, we need to get everyone to the city. Those things are running rampant. People need our help."

"I know," Lilly answered, fully aware of how crappy the situation had become. "But we can't leave yet."

"But the city–"

"The teachers and some of the Huntsmen are down there," Lilly said, cutting him off. "We need to hold here for now. Once the school is secure, we're gonna push into the city, but we haven't made much progress. These robots," Lilly twirled _Tantum_ around, firing off a quick shot that punctured a hole through a Knight's faceplate as it rounded the corner, "are a real pain."

"You don't understand," Smit insisted, tugging Lilly to the side. "We're in danger. We need to retreat to the city and regroup."

"And how do you suggest we do that?" Lilly asked, feeling a pinch of aggravation. "Our shuttle is damaged and the few bullheads we _had_ already left to evacuate civilians. We can't exactly use yours, now, can we?" Lilly pointed to the smoldering heap of twisted metal.

"I don't know," Smit admitted, "but we have to leave. Now." He tried to drag her away from the battle, but Lilly dug her feet in, jerking away from his grasp. "It's too dangerous to stay here. These things aren't gonna stop anytime soon." As if summoned by his words, another pair of Paladins appeared and focused on their ragtag group.

"Neither are we," Lilly growled. _No bullheads raining from the sky this time. Guess we'll actually have to fight them off._ It wouldn't be easy, but they'd manage somehow. _If we work together, we should be able to…wait, what's she doing?_ Lilly watched as Velvet calmly marched forward to stand before the nearest Paladin, which looked down at the faunus girl that dared challenge it alone. "Velvet, get out of there!" Lilly yelled, rushing forward to help the older girl.

Lilly's rescue halted as an arm cut her off. "Just watch," Coco ordered, calmly observing her teammate. Lilly wanted to argue, but if Velvet's leader felt so confident in the girl's abilities, then who was she to argue? _Never really seen Velvet fight, though. She didn't go into the second round of the Tournament, so she must not be as strong as Coco and Yats. Wonder how she–_

Lilly's train of thought derailed violently as she noticed Velvet suddenly wasn't unarmed. A strange series of bright lines formed a rough copy of _Crescent Rose_ , which Velvet held easily in a single hand. The Paladin moved first, slamming an arm down at the unnaturally calm girl, who agilely leapt above, lingering in the air in a surprisingly accurate copy of Ruby's style, before descending on the extended limb. With a single swipe, she severed it clean off. _Spectral Rose_ , as Lilly's mind dubbed it, shattered in a bright flash, even as Velvet shifted into a guard with _Myrtenaster._

_What and how?!_

Velvet danced among the two Paladins, quickly switching between the easily recognizable weaponry of her friends, each wielded as if she'd used them all her life. Lilly nearly cheered at the sight of _Tantum_ and _Brevis_ making the lineup, although she felt a little jealous at how well Velvet used them to smash open the cockpit before unleashing the fury of Coco's minigun directly into the opening. _Years of work perfecting my style, and she just copies it effortlessly. That'd better be some sort of Semblance, or I'll be ticked._

If someone could match her skill so easily, she clearly wasn't working hard enough.

"Velvet!" Lilly and Coco yelled in unison as the girl's assault was suddenly interrupted by a massive, metallic fist, leaving her exposed as the Paladin prepared to claim vengeance for its fallen comrade. Before either of them could move to help, however, Weiss shot by at speed's nearly rivaling Ruby's, _Myrtenaster_ held above her to try and block the descending blow.

 _There's no way that works,_ Lilly groaned. A bright flash nearly blinded her, forcing her back a step as she shielded her aching eyes. If Velvet's copycat abilities had surprised her, the giant arm floating above Weiss, blocking the Paladin's arm with a colossal, white sword nearly knocked her off her feet. Weiss looked just as shocked, to be fair, despite being the obvious source of the ghostly weapon. Pushing the Paladin's attack back, the sword twirled elegantly, slicing through the Paladin with ease.

Watching the two girls' display of raw power had Lilly's feelings of insignificance rising. She did her best to push the doubt back down, but there was no denying how dominating they'd been. Combat Semblances really were game changers, but she reminded herself how useful hers had been in ferreting out Emerald's illusions. In the end, she'd stopped viewing it as a competition, focusing rather on the fact that they were all part of the same team – a team that often needed more than just strength.

Her motivation. Weiss's organization. Jaune's reassurances. Ruby's leadership. Each contributed far more than their fighting could. In a world where negativity summoned creatures straight out of people's nightmares, something as simple as a morale boost could mean the difference between life and death. She could hold her own – as she'd been doing this entire time – but mobilizing more than a dozen skilled fighters had done far more damage than her tonfa could.

 _None of us stand alone._ As individuals, they couldn't hope to face down the onslaught. But as a team, they'd pushed back Atlas weaponry, the White Fang, and a horde of Grimm the likes of which Vale had never seen. Each step forward was an agonizing push, but they were doing it. Little by little, they'd shown themselves more than capable of handling whatever was thrown at them. There was no way they'd be giving in now.

"See, Smit. We've got this." Lilly nearly face palmed as fate answered her boast with a fresh wave of robots. As if that wasn't bad enough, the arrival of more Gryphons behind them meant they were in for a brutal fight. As much as she'd rather fight the Grimm – Gryphons were easier to kill than Paladins – the line of Knights were far closer. With a beleaguered moan, she double-checked that both _Tantum_ and _Brevis_ were topped off, then fired at the nearest Knight.

Unsurprisingly, her target toppled over on impact. What _did_ shock her, however, was when the entire formation of Knights and Paladins suddenly slumped forward lifelessly.

"What's going on?" she questioned, eyeing the shiny soldiers warily. She half expected them to suddenly charge in some weird surprise attack, but they just stood there, leaning forward to stare at the ground. Several seconds passed, but nothing happened. "Are they dead?"

"I don't know," Weiss admitted, somewhat out of breath from her recent magic trick. "It looks like they're…off."

"But how did tha–"

Lilly jumped back as the robotic soldiers stood upright again as one, armaments raised to form a sudden firing line. The blue glow of their faces… _wait, blue? Weren't they red a moment ago? What does that–_

Lilly's ponderings were put on hold as the line of guns began firing, punctuated by energy blasts from the Paladins reinforcing them. Lilly watched in amazement as the shots sailed high, passing overhead to mow down their Grimm opponents. The beasts, as surprised as the students at the sudden turn of events, barely had time to squawk their anger before a merciless barrage tore them asunder. The volley ended as suddenly as it started, leaving the students to stare at one another in confusion.

"Wha…what just happened?" Ruby asked, voicing the question on everyone's mind. They each looked at one another, then back to the much less hostile robotic forces. "Are they…on our side again?"

Lilly refused to answer, terrified that fate would betray them the moment they lowered their guard. Instead, Weiss finally managed to piece together a theory for them. "General Ironwood must've regained control of his battleship." Sure enough, the massive flagship, which had drifted out from behind the arena during their fight, began to turn suddenly. Small flashes along both sides were soon followed by bright explosions among the passing hordes of flying Grimm, tearing holes in their mass as Ironwood's vessel turned its impressive armament on proper targets at last. "The control center for their forces would be onboard. He must've found some way to reset the system."

Lilly didn't really care how he'd done it. If Ironwood had really managed to turn his forces back to their side, the man deserved a freakin' medal. She'd recommend a promotion, too, but wasn't sure what would be higher than general. As the Knights and Paladins split into squads and dispersed to find new targets, the students let out a cheer. The tide had finally turned in their favor. With Atlas tech now firmly on their side, it should be easy to push back the Grimm and White Fang. _Finally. I was beginning to worry a little._

"Well there you have it, Smit. We win. Now admit I was right."

"Fine, whatever." Lilly felt a little disappointed in his lack of a witty comeback. "Now, can we leave?"

"What's the rush?" Lilly asked, feeling herself tense up at Smit's continued concern. _With the Knights and Paladins on our side, we shouldn't have any problem taking back the city. Doesn't he get it? It's over._ "We've still got Grimm to clear, then we'll regroup with everyone to reclaim the city, but some of us will need to stay here to defend the school."

"No!" Smit suddenly screamed. "I mean, no, we should all go." Lilly arched an eyebrow at his demand, unsure of why it mattered so much to him. He noticed her suspicion and tried to justify himself. "If we stay here, it'll just attract more Grimm, right? They'll leave the school alone if no one's here."

"Not necessarily." Lingering negativity could attract Grimm as well, and after their tough fight, there was bound to be plenty around the school. Not all of the civilians and soldiers had made it out alive. She wouldn't be surprised if they were missing some classmates tomorrow, as well. Death had a way of staining a place. "Just a couple teams. Enough to hold back the leftover Grimm. Maybe us and RWBY." After all, Weiss was clearly winded and could use the rest. She wasn't too thrilled about hiking down to the city either. A simple fight with Grimm at the school sounded a lot better.

"Or, we could just leave the robots," Smit countered. "They're made to kill Grimm. Meanwhile, we can all join the fight in the city."

"Enough with the games, Smit. Why are you so desperate to get us away from the school?" Lilly had grown tired of the back and forth already. If he had a good reason for them to leave, then he'd better come out with it already. Otherwise, she planned to find a nice, clear spot to catch her breath and wait for the Grimm. "If anything, I'd think you'd want us to stay here, seeing as how it's already clear. Minimal Grimm. No White Fang. Down there," Lilly pointed toward the city, smoke and flames rising in some areas already, "is probably more dangerous anyways."

"Just…trust me, okay? It's not safe here."

"What's not safe?" Lilly shot back in exasperation. "We've got an army from Atlas on our side against a bunch of terrorists and Grimm, both of which we've fought before. Ironwood's on his way with a battleship, for crying out loud. Get it through your head Smit. We. Win." Lilly stated each word definitively, hoping they'd break through her boyfriend's thick skull. "It's just like the Breach. Sure, they had the upper hand, but we turned it around. What could they possibly hope to do at this point? They've got nothing else to throw at us. We're gonna pu– ah!"

Lilly stumbled and would've fallen if not for Smit catching her as the ground shook ominously. Everything stilled, the battle going silent for the first time since the start of the attack, before another shockwave rumbled past. Their shuttle shifted to the side, falling off the landing platform to crash to the forest below. A Paladin toppled onto its side, reducing a trio of Knights to scrap metal beneath it. Dust rained down from the buildings as one of the damaged columns along the main walkway swayed and fell. A loud shriek – unlike anything Lilly had heard before – pierced the night air, sending chills down Lilly's spine as they all turned to look past the city for whatever terror awaited them.

Far beyond the city, Lilly watched for any sign of movement. She'd heard of massive Grimm hidden beyond the walls – the type of monstrosities that would stand taller than some of the buildings in Vale. For whatever reason, they stayed away from the city, so Huntsmen tended to leave them be in a sort of stalemate that neither seemed eager to break. The trees of the forest waved gently in the night breeze, but showed no sign of anything passing through big enough to shake the entire city.

Something drew her eyes to the mountains far beyond, but she couldn't tell if anything moved. She scanned the horizon nonetheless, only for her eyes to shoot back to a lonely peak once more. She squinted, trying to study it closer, only to gasp as the whole thing seemed to shudder as another ripple shook the ground around them.

Another ripple followed close behind.

And another.

Soon, they merged into a steady tremor, building until the entire mountain seemed to bulge upwards. Like an overinflated balloon, the rock burst outwards, as an ominous shape rose up. The foul demon stretched its fearsome wings in the air, pumping to rise above its ruined tomb as it fixed its gaze on the city. Another shriek, far louder without a literal mountain muffling it, had Lilly clutching her ears. Even from this distance, she could see the glowing hatred of its eyes focus in on the school.

"What…is it?" she muttered, still unsure what she was seeing. "It's huge. I've never seen anything like it." The winged abomination drew closer, mighty wings pushing the nightmarish thing through the air at frightening speeds. "How are we supposed to fight it?"

"We can't," Smit dejectedly informed her. "I'm too late."

"You _knew_ this was coming?" Lilly gasped.

"Not this exactly, but something terrible."

"How?"

"Mercury told me."

"Mercury?" Lilly asked, unsure of what to think at this point. "You talked to that creep?" Sure, Smit had counted the boy as a friend all semester, but it was pretty obvious his team was involved in all of this.

"He called me after...at the station. Told me to get you out or bury you."

"And you trusted him?"

"No, I don't trust him," Smit assured her, "but he was clearly telling the truth." Lilly followed his finger to the approaching winged fiend. "He didn't say much. Only that the tower wasn't safe. That's why we need to leave."

Lilly found it odd the terrorists would call ahead to tell them to leave, but then again, why not? If they'd wanted to kill the students, then why not attack the school directly during classes? Heck, they could've just blown up the stadium. Instead, they clearly had something specific in mind. What that was, she didn't know, but it clearly had something to do with the tower.

Which meant they couldn't let it fall.

"If they want to take the tower, they'll have to go through us."

"But what about the dragon?"

 _Wyvern_ , her mind corrected, seeing as the creature appeared to only have two legs. "Ironwood has his battleship. That thing's gotta have enough firepower to take on a single Grimm." Even as she spoke, she could see the battleship turning around once more to face down the approaching terror. "Ironwood will take down the wyvern, we'll clean up here, and it'll all be over."

She didn't really feel as confident as her words sounded.

"You're impossible," Smit growled in frustration, looking around for someone to back him up. "Where's the rest of our team? Maybe _they'll_ listen to reason."

"Honey's right he–" Lilly turned to find the space behind her vacant. "That's weird. She was right behind me a moment ago." In fact, Honey hadn't strayed far from her the entire fight, being a good partner and all. _Where could she have gone?_ "She must be off fighting more Grimm. Something _we_ should be doing instead of arguing."

Granted, there weren't many Grimm to fight at the moment, but she could hear the sounds of combat nearby. With the Atlas robots back on their side, it would be pretty one-sided, but she could use the distraction. Smit was being unreasonable.

"As for Randi, she went with Blake to take care of an Alpha near the cafeteria," Lilly updated him, pointing in the direction the two had run off in earlier. "I'm sure your partner will agree with me when she gets back."

"What's going on?"

"Oh, hey Yang," Lilly greeted flatly as her friend led Team CYAN, a goofy-looking group of their classmates that, despite their lackadaisical look, still stood just above the middle of their class in the rankings. Considering the top was populated by RWBY, JNPR, CRDL and them – _in no particular order_ , Lilly assured herself – that was pretty impressive. Each carried a crate of supplies, dropping them in a small pile as Yang dumped the one she'd been carrying on her shoulder. "Smit here thinks we should abandon the school."

"What? Why?"

"Um, first of all, I said we should move on to the city," Smit amended. Not technically a lie, but it left out his true motivation. "Secondly, have you _seen_ that thing? It'll tear the school apart!"

"All the more reason for us to stay here and defend it!"

"Haven't you learned anything from Goodwitch? This is beyond _any_ of us! We should cut our losses and get everyone out!"

"Sure, it's beyond any _one_ of us, but that's why we have teams. Together, we're stronger than the sum of our parts!"

"Guys!" Yang yelled, interrupting their back-and-forth as Team CYAN wisely chose to move on, leaving them to their argument. "Calm down! We can worry about that later. First, let's get everyone back together. Then, we can decide what to do next." Smit and Lilly both grumbled to themselves, but neither could disagree with the compromise. Smit probably saw it as a chance to convince others to outvote her, but she wouldn't give up without a fight. "Now then, you mentioned something about my partner running off with Randi. Any idea when they'll come back?"

"No clue." Honestly, Lilly expected them to return a while ago. _How long does it take to fight an Alpha, especially with Randi there?_ Sure, they were supposed to look for a couple of teams that stopped reporting in, but there weren't a lot of places to hide in the cafeteria. "I'm sure they'll be back any minute now. Probably just making sure the area's secure or something. You know how those two are."

"That's what worries me," Yang said, looking toward where her partner should be. "Blake and White Fang don't really mix well. At least she's got Randi to keep an eye on her." Yang hesitated for a moment, glancing between the cafeteria and the boxes of supplies before making her decision. "I'll go look for them. Let Weiss know I brought her ammo!" she called as she jogged away.

"There. We'll get everyone together, and then you can try and convince them they should let the school fall." It had been a while since she'd felt so frustrated with Smit, but at least she understood his reasons. _He just wants to keep me – I mean us – safe._ It would be sweet, if it didn't mean giving up what they'd all fought tooth and nail for. "That good enough for you?"

"I don't–" Smit took a deep breath. "Look, I just want to keep everyone safe. The school can be rebuilt, but I can't replace our friends. I can't replace you."

"I get that, but you can't coddle us either. We're Huntsmen. Everything we do is dangerous." If he couldn't handle it now, what would happen when they were on a mission somewhere? Would he choose them over a village of innocents, leaving the civilians to die just to save their own skin? "I want us to be safe, too. But we've also got a job to do." She pulled him in for a quick hug. "And I can't lose you, either. So you better keep yourself safe, got it?"

"I'll do my best," Smit laughed.

"No. Promise me." It felt silly asking for something like that, but Lilly was just as selfish as Smit. She couldn't imagine losing anyone on her team. Or RWBY. Or JNPR. Any of her friends, really. They all needed to come out of this in one piece.

"Fine, but only if you promise to do the same."

"You know I'll take care of myself," Lilly chuckled, giving him a playful shove. "Last I checked, you're the one crashing bullheads."

"Hey, I took out a Paladin! If anything, my landing was better than perfect."

Some would say this was hardly the time for jokes, but Lilly disagreed. If anything, the bleaker the outlook, the more laughter was needed. She knew they had no guarantee of victory here, but dwelling on that didn't help anyone. Thinking you didn't stand a chance often became a self-fulfilling prophecy.

"As for the other two, we'll just have to keep an eye on them." Not that they needed it. Randi could run circles around most of them, while Honey was smart enough to keep herself safe. Still, it helped to have a task to focus on. "Randi will be back soon, but we need to track down my partner."

"Have you tried calling her?"

"What kind of an idiot would answer their scroll in the middle of a fight?" Smit's sheepish grin told Lilly she'd need to pry a little later. "Anyways, I just saw Honey a few minutes ago. Right before your _landing_. She's gotta be around here somewhere." Lilly looked around once again for her partner. Her eyes locked on a bright orange head of hair. "Nora! You seen Honey anywhere?"

"She's with Jaune and Pyrrha," Nora answered. Despite her cheery voice, Lilly could sense a tinge of concern in the comment.

"Okay…" _Why's she with them?_ "We're trying to gather everyone. Any idea where they are?"

"Yeah. It was really weird." Nora pointed to the nearby entrance to the main building. "Pyrrha just walked off to speak with Ozpin. Jaune and Honey went with her. Not sure why, though."

"Ozpin's here?" Smit blurted out. "You saw him?"

"He just sorta popped up out of nowhere," Nora answered.

"He appeared to be waiting for Pyrrha," Ren added. "Jaune seemed as lost as the rest of us, but went with her. Honey followed close behind."

"So let me get this straight." Smit's voice hinted at his building frustration. "Our Headmaster has been in his tower this whole time, leaving us to fight without him. When he finally bothers to show his face, it's only to steal away one of our best fighters?"

"That does sound like an accurate summation," Ren agreed.

"What a load of crap!"

"Smit!" Lilly reprimanded. "I'm sure he has his reasons. Just because we didn't see him before doesn't mean he wasn't fighting. I doubt he was just sitting around watching everything from his office. Maybe he was trying to organize a counterattack or something." Even as she said it, the excuse sounded weak. Where had he been while they were fighting and dying to protect his school?

"You don't understand," Smit whispered, pulling her closer lest they be overheard. "Mercury said this was all _because_ of Ozpin. Claimed he stole something and they want it back. It's his fault all this is happening, but we're the ones that have to pay the price. That absolute ba–"

"We'll deal with that later," Lilly interrupted with a hiss. "I'm sure Honey will be safe with Pyrrha and Ozpin."

"And Jaune."

"Sure," Lilly pretended to agree, if only to avoid disparaging Nora's leader in front of her. "And Jaune. Regardless, we'll get the gang back together and keep each other safe."

"I'll make sure of it," Lilly heard Smit whisper to himself.

"In the meantime, we just need to hol–"

Lilly couldn't quite finish her comment as a loud explosion punctuated a mighty roar from the sky. She turned to watch the ensuing battle between monster and machine. The battleship had turned broadside to the approaching wyvern, unleashing its full arsenal at the oncoming threat. Cannons. Missiles. Railguns. Everything fired in quick succession, causing the ship to shift against the enormous pressure. With a defiant scream, the mighty creature watched the oncoming attack, glaring at the floating adversary who dared stand in the way. A second later, Lilly's view of the creature was replaced by bright flashes as the full might of Atlas impacted. Brilliant flashes of light erupted all across the sky, blanketing the night in a thick smoke as black as the wyvern's hideous skin.

All of Remnant seemed to stand still in that moment, anxiously waiting to see the titan fall from the sky. The smoke began to drift in the cool wind. For a moment, Lilly dared to hope that the entire thing had been blown way in a single salvo. That hope died as the smoke bulged suddenly, before _exploding_ outward against the mighty wings of the Grimm.

"It's still coming!" Smit unhelpfully pointed out. The thing looked more angry than injured. It's wings appeared to have been riddled with small tears, but it did little to deter the wyvern as it altered course suddenly, aiming for the battleship rather than the school.

Another drumming of guns signaled a renewed attack as the battleship threw everything it had at the Grimm. As quickly as the ship's automated systems could reload, they fired once more. With every second, the beast drew nearer, and Ironwood hurled more firepower at it. _C'mon. That's enough to flatten a whole city. Surely it can't last against that._

Except, it didn't have to. Instead, the rounds exploded harmlessly before ever reaching their intended target. At first, Lilly wondered how Ironwood could miss so badly. Then, she spotted them.

Rushing around the wyvern's massive form, Nevermore and Gryphons hurled themselves into the oncoming fire, serving as a living shield for their much larger brother. The little that made it past the swirling barrier did little against the thick hide of their master. It seemed to smile at the battleship, laughing at it's pathetic attempt to bring the ancient demon low. Its massive jaws unhinged, revealing a cruel mouth ringed with jagged teeth as it swooped low, then cut back up sharply to bite through the battleship from beneath.

At the last moment, the ship lurched away violently in a move that spoke more of desperation than any tactical plan. The cannons roared in one massive boom, even as small strafing rockets fired, throwing the entire battleship to the side just as the wyvern's mouth clamped shut on empty air, narrowly avoiding being split in half. But before Lilly could celebrate, the wyvern passed over the ship, buffeting it with its wings before diving over the other side like some absurd vaulting competition. Gargantuan claws scraped across the hull as its feet dragged across, cutting jagged lines several feet deep before the cruelly spike tail whipped down, smashing against the same guns that had robbed it of its victory moments before.

The side of Ironwood's ship burst into flame as the whole thing spun from the impact. The engines strained to regain control, slowing the death spiral before their best hope of survival limped away in disgrace. Small explosions spoke of the fire spreading to more volatile areas. The battleship continued to lose altitude, angling itself away from the city it stood watch over.

"No!" Lilly gasped as she watched the injured defender barely clear the walls before careening into the forest beyond. The bow of the ship slammed into the ground before snapping clean off at the perforations the wyvern's claws had made. The rest of the vessel followed close behind, sliding across the forest before coming to a halt, leaving a trail of destruction behind it. "Ironwood. He's…"

"Kinda have bigger problems," Sun pointed out, having gathered with a few others to watch the airborne battle. The wyvern let out a cry of victory that rattled the ground before resuming its course for the school. "Also, I think we just lost our backup."

"What do you–" Lilly's question never got to finish as a loud, metallic crash drew her attention. A Paladin had fallen over lifeless nearby. Beyond, Lilly watched a squad of Knights topple over mid-stride. All over the campus, robots dropped like puppets with their strings severed. "The battleship! Weiss said it might have the control center for the AI onboard. If that's down…"

"Then we've got a lot of work to do," Sun finished for her.

The wyvern, apparently upset with the delay, made its earlier approach look like a stroll compared to the raw speed it now approached with. Lilly fell to one knee as it passed over the school, knocked down simply by the force of its wings above. She breathed a sigh of relief as the creature overshot the school, until she noticed the strange, black droplets raining down from its skin. _Blood? Did the battleship do more damage than we realized?_ If it could bleed, then it could die.

Lilly dove out of the way as one of the blackened blobs crashed into the pavement near her. She hadn't accounted for how large the drops were until one the size of a truck nearly flattened her. Another fell to her left, crushing a downed Paladin under its weight. _Great. As if it wasn't dangerous enough. It can literally kill us by bleeding._

What happened next would haunt Lilly's nightmares for the rest of her life. The large puddle began to writhe unnaturally, bulging and bubbling upward. It grew two feet. Three. Four. As it soon passed Lilly's own height, the side pushed out suddenly, bursting as a vicious set of claws ruptured out of the goo. The rest of the blob began to take shape, the miasma quickly tightening around itself into an all-too-familiar form.

"Grimm!" she screamed in warning, which was soon echoed by the roar of the full-grown Ursa before her. "It's raining Grimm!"

All around them, Grimm began to rise, turning the school into a battlefield once more as the wyvern turned in the distance, lazily circling back to carpet-bomb them with more of its unholy offspring. Lilly had never heard of such a thing, but right before her, she watched a veritable army rise up from the ground. Lilly drove in, blasting a hole through the Ursa's throat before it could get its bearings, just as more began to rain down on them. She scanned the monster above for where the Grimm were coming from, only to watch it rain down randomly from all over its sickly hide. She could see some wounds on the thing's body, but those appeared to be the only spots _not_ pouring out Grimm.

 _Not blood, then. This thing just naturally creates them._ The thought was terrifying. If they couldn't take down the wyvern, they'd soon be overrun. Of course, even if fighting something so large wasn't hard enough, they would have to hold off the Grimm below just to have a chance. _If we can injure it, maybe it'll slow down the spawning._ A nice thought, if they could find a way to actually put a dent in the thick hide.

As much as it hurt to say, Smit's idea seemed a lot more appealing, suddenly. Still, they had to try. _We can't just turn the school over to the Grimm. We need to find a way to take that thing down._ They really only had one option, especially if it refused to land.

"Everyone, stay close!" she yelled, not that they had much choice with the Grimm now surrounding them on all sides. "Ruby, Coco, you two get every gun you can pointed at that thing! It's already injured, so you should have some small openings." She doubted many of them would be able to pierce the armored skin, but the battleship had provided a few openings to let them hit it deeper. Failing that, they might be able to take out its eyes. If they were lucky, it would leave if they blinded it. "The rest of us will keep them covered. We have to hold the courtyard!" They still had people scattered across the campus that needed somewhere to fall back to. While those that had long-range capabilities, like Neptune and May, clustered in the middle, the rest formed a loose circle to guard against the Grimm's ground troops. "Let's hope we prove you wrong, Smit."

Lilly waited for some sort of snarky response, but none came.

"Smit?"

 _Now where did he go?_ Yet again, one of her teammates had vanished on her. _I swear, I'm getting them all microchipped after this._

Assuming there was an after, of course.

/- - - - - - - - - -/

 _Gotta find Ozpin,_ Smit thought as he ran through the empty entrance of the school. Behind, he could hear the battle cries of his fellow students as they screamed their defiance against the roars and howls of the Grimm. He wanted to rush back and help, but had a much more important task in mind.

The dragon looked like a final blow, but it just didn't add up. _They want something from Ozpin. That means it's in the school. If they destroy it, then they'll never get what they're looking for._ No. This was just another diversion. Whoever was behind this was pulling out all the stops, but their goal had to be in the tower. If they were planning to strike, it would be soon, while the school was besieged by the Grimm. They probably wouldn't last against that monstrosity circling outside. If another attack hit them now, he doubted they'd last the night.

He had one shot at saving everyone at this point. If he could find Ozpin and convince him to give up whatever they were after, the final blow wouldn't be needed. If the Headmaster refused…well, he'd have to figure something out. _Jaune's with him. If I convince him that Ozpin's endangering everyone, he'll help me._ Obviously, Pyrrha would side with her boyfriend, and Honey would join him. Together, they'd take whatever Ozpin was guarding from the man, by force if necessary. Then, they could all go back to the courtyard and convince everyone to retreat. Everyone wins.

 _Especially the villains,_ Smit's mind reminded him. But so what? Was it really worth defending whatever valuables Ozpin had if it meant they all died? Didn't the school teach them that life was precious? Besides, it wouldn't be giving up, exactly. They'd regroup, gather reinforcements, and find a way to destroy the foul beast once and for all. That alone would be worth the effort. A creature like that couldn't be allowed to exist. Not if mankind wanted to survive.

 _Once I have what they want, I'll call Mercury and offer a trade._ His friends get to leave, and he'll hand over whatever they wanted. Of course, he'd make the trade _after_ they got away from the school. Just because Mercury had told him the truth about the attack didn't mean he trusted the guy. He had to assume they'd betray him the first chance they got. They'd offered to let them leave safely, but only because it helped Mercury.

_Well, two can play that game._

The elevator finally arrived. Smit leapt aboard, hammering the button for Ozpin's office a dozen times. Each time, though, the small light behind the button shut off the moment he released. "Not again!" Smit wasn't overly surprised to find Ozpin's office locked out. With a growl, he sprinted for the stairs, cursing the Headmaster with each step.

/- - - - - - - -/

Randi eyed their new opponent, studying him closely for the little tells to piece together. _CHLK and BLZE weren't the strongest, but taking out all of them at once would be difficult. Not even a scratch on him, though. Off-hand is holding sheath rather than leaving it on hip. Could be used defensively, but looks to have some sort of gun built in, so don't ignore ranged capabilities._ His stance was all wrong, though. If she didn't know better, she'd think him unprepared for an attack – something only a novice would do.

_Or, he's not even worried about us._

Whatever the case, this man's very presence screamed out all sorts of warnings to her. This was the type of person who lived by the blade, making her wonder how many had died by his. _Verteidigen_ quickly raised, held tightly before both her and Blake. Letting her guard down for even an instant here could mean a quick death.

Blake, still in a state of shock at seeing their foe, took a wavering step back. For once, she seemed unwilling to charge in blindly. Randi felt that running was probably their best bet and prepared to cover their retreat.

"Running away again?" Adam asked calmly. Blake's next step backward hesitated. _Crap. He's in her head already._ Blake knew they should run, but seemed unable to resist his spell. "Is that what you've become, my love? A _coward_?" He practically spat the last word in disgust.

Randi stepped closer, nudging Blake to snap her out of it. Blake nearly jumped at the contact, but then seemed to steady herself as she remembered she wasn't alone.

"No."

"What was that, darling?"

"I said, no!" Blake shouted, fists clenched as she took a step forward. "I'm not a coward. Not anymore." Drawing _Gambol Shroud_ , Blake stepped through the shattered window, entering the cafeteria to face Adam. Reluctantly, Randi followed, knowing better than to leave Blake by herself. "Be careful," Blake calmly addressed Randi, eyes locked on Adam. "He's dangerous."

 _Duh!_ Randi's mind screamed. _I mean, isn't that obvious?_ Instead of answering, she merely nodded in acknowledgement.

"Heh, glad to see you finally stopped running," Adam chuckled. "Maybe this place _did_ teach you something."

"Why are you doing this?"

"You and I were going to change the world, remember?"

"This isn't what I wanted," Blake argued.

"Then what _did_ you want?" Adam demanded. "What did you think would happen? We tried playing by their rules. And what did it get us? Nothing!" Adam took a step forward, stomping his foot down for emphasis while also giving him a better stance for an attack. "They only listened when we made them bleed. Listened, but never acted." Adam raised his katana in one hand, pointed down at the form of one of their classmates. Randi recognized him as the youngest member of Team BLZE – a rather quiet boy she'd talked to once or twice. He looked pretty injured, but Randi could see the subtle rise and fall of his chest, speaking of him clinging to life still. "Well, maybe we just need to be a little louder."

Randi charged forward before the blade could pierce her classmate's chest, pushing the attack aside as Adam jumped back to dodge the tip of _Angriff_. A pair of shots from Blake kept him back for a moment.

"So it's true," Adam laughed, sword held between them but with his foot angled toward Blake. "The Silver Wolf has risen. I must say, I'm not impressed."

Randi didn't respond, staring down Adam as he grinned at her.

"I'd heard rumors from my men, but you're no wolf. You're nothing but a child." Randi recalled the shock she'd seen on the faces of some of the White Fang they'd fought. Her ancestors' legacies seemed to be alive and well, at least among the White Fang. That her family had become legendary among the terrorists felt like a slight against them. "Such a shame. You could've been such an inspiration to my men. The hero of old come back to lead them in battle."

"I would never join you," Randi growled back.

"Then run along, little pup. As Blake's friend, I'm sure you know how to do _that_ at least."

"I'm done running from my mistakes!" Blake shouted, leaping at Adam's back as her stationary clone beside Randi faded away. Adam sensed her coming and caught the attack against his own blade, the two locking eyes as they fought for the advantage. "For the sake of my friends, I'm going to fix them."

Adam smiled, kicking Blake away with ease. "For your friends, eh? Well then," his eyes focused on Randi, "I guess I'll just have to get rid of them."

/- - - - - - - - - -/

"What is this place?" Jaune wondered aloud as he and Honey ran behind Pyrrha and their Headmaster. Following Randi's instructions, she'd insisted on coming along. The four had taken the tensest elevator ride in history down to a secret basement. The cavernous room opened up before them, footsteps echoing against the large tiles as massive columns rose far above them, vanishing into the darkness that hid the roof. Honey couldn't imagine how deep underground they must be.

"It's…a type of vault," Pyrrha answered uncertainly.

"You've been here before?" Pyrrha's silence answered Jaune's question as she purposefully turned her eyes away from them. "What would this school need to…hide…"

Honey nearly ran into Jaune's back as he came to a sudden stop. Peeking around the taller boy, Honey watched as Ozpin and Pyrrha rushed up to a complicated set of equipment. What it did, Honey couldn't imagine. On either side, a large container – _a coffin_ , she thought – sat. One was flat on the ground, but the other stood open and upright, waiting for an occupant.

"What…" Jaune seemed locked into place as he watched the events unfold. "Who…"

"Jaune–"

"Pyrrha, get to the pods," Ozpin interrupted before Pyrrha could explain anything. Their friend looked like she wanted to explain, but begrudgingly obeyed. "Mister Arc, Miss Viella, if you'd like to help, you can stand guard here."

Without question, Jaune nodded and turned away, readying himself for whatever might come their way. Seeing Pyrrha follow orders so blindly must've convinced him to do the same.

It didn't do as much for Honey, though. "Stand guard? From what?" Honey's eyes tried to pierce the darkness of the room, but nothing stirred. "What's going on? What _is_ that thing? Why–"

"I am sorry, Miss Viella, but there is no time." Ozpin grunted over his shoulder, already typing away at a console as Pyrrha stepped into her chamber. "I will explain everything later, but right now, I need you to ensure we are not disturbed."

Honey's eyes lingered on the two and their fearsome contraption. Pyrrha and Ozpin quietly discussed something as he continued preparations for…whatever they were doing. _Randi asked me to keep an eye on Pyrrha. Did she know about all this?_ If she did, why wouldn't she tell them? And why would she ask her to guard the best fighter in the class? She already had Ozpin protecting her. What difference would _she_ make?

Whatever the reason, Randi clearly felt as concerned as Ozpin on the matter. Honey assumed Randi had planned to be here when the time came, but failing that, made sure _someone_ took her place. That alone spoke of how dangerous it could be, which meant she needed to do everything in her power to protect Pyrrha.

Seconds ticked by in uncertainty as Honey and Jaune continued scanning the enormous room. The elevator seemed the obvious choice, but what if there was another entrance? Also, what were they fighting? Grimm? White Fang? Other Huntsmen? Not knowing only made it worse.

Still, nothing appeared. She could hear the hum of the machine behind them warming up, but not much else. _We must be pretty deep if I can't hear the fighting anymore._ She hoped Lilly and Smit were okay. Randi too, although she trusted their faunus teammate to take care of herself more than anyone.

Honey's concern for her team would have to wait, as Pyrrha let out a pained scream behind them.

"Pyrrha!" Jaune cried in naked concern, turning to check on his partner. Honey glanced back as well, seeing for the first time that the other pod was occupied. The machine glowed brightly as Pyrrha writhed inside. Seeing the distress, Jaune abandoned his post and raced to Ozpin's side.

"Jaune, wait!" Honey shouted uselessly. Before she could move, the subtle ping of the elevator snapped her back to reality. As the doors opened across the grand hall, a tall woman in red stepped forward. _That's Mercury's leader. Cinder, I think. What's she doing here?_ A bow seemed to materialize in her hands as they raised, loosing a single arrow without a word.

Honey dove in front of it, slamming the handle of _Singing Scourge_ into the ground in front of her. Instantly, a jagged spike of ice rose up. And not a moment too soon. The blackened tip of Cinder's arrow poked an inch past the ice, frozen in place before it could reach its intended target. Honey glanced back, realizing the attack had been aimed at the unknown girl in Pyrrha's matching pod. _Why her? What's so important about–_

The arrow glowed suddenly, providing little warning before the entire ice wall exploded, hurling Honey back as her aura rushed to absorb the blast. Her back slammed into the ground several feet away. Honey scrambled to her knees…

Just in time to watch another arrow shoot by, piercing straight through the mysterious woman's chest. She gasped, suddenly awake, as she looked down at the shaft lodged in her sternum. A single hand raised toward the wound, barely brushing against it before she slumped over lifeless. All eyes turned to Cinder, who stood confidently in the midst of the room, bow still raised as she smiled at her handiwork.

_I'm sorry Randi. I failed._


	48. Fight or Flight

An oppressive silence hung over the hidden vault as Honey watched Cinder slowly lower her bow, a satisfied smile adorning her face as she watched her victim passing. The room reflected the sudden change, as the torches along the pillars suddenly snuffed out, leaving them to stand in the glow of the machinery behind them. Honey trembled, hands cold against the harsh tile, as she watched the murderous woman revel quietly in her victory, eyes drifting to Ozpin. Whatever plans the Headmaster had made died with the girl. That anyone could celebrate that chilled Honey to her core.

Honey heard the machine groan at the sudden death, powering down quickly now that one of its occupants had fallen. The electronic hum faded, an ear-shattering crash ripping Honey's attention to the side. The girl's body lurched as light was ripped from her, throwing the pod open as it rushed to Cinder and engulfed her. Cinder stumbled back, and for a second, Honey wondered if her plan had somehow backfired. When Cinder regained her footing – and then rose from the floor entirely – her ecstatic face promised a darker truth.

A wave of heat washed over Honey's face as Cinder floated several feet in the air, fire swirling around her as she continued to rise. Even her eyes seemed to radiate with energy as the air hummed with power, growing with each inch she rose. Cinder looked down on them all, amused at how helpless they stood against her.

Pyrrha beat against her confinement, struggling to break free. The sound spurred Jaune into action. Sword raised high in a futile attempt, he rushed forward, hoping to strike down their foe in her momentary distraction.

"Stay back!" Ozpin yelled as Jaune shouted his anger at the floating woman. He lunged at her, sword arcing forward to end the threat. As the cold steel descended, Cinder's growing power finally reached its apex, bursting from her in a brilliant flash of light that threw Jaune back and knocked Honey onto her side.

"Jaune!" Pyrrha cried in desperation. With a Semblance-enhance shove, she knocked the door to her chamber loose, launching it at the woman who dared hurt her beloved. Cinder swept her hands forward, as if to push the projectile away. Her vortex of energy swept in, launching the feeble attack away before she turned her attention back to them, heels clicking against the floor as she brought herself down to their level.

 _Mil_ _ó_ and _Akoúo̱_ hastened to Pyrrha's hands as she charged Cinder. Pyrrha was easily one of the best fighters of their generation, but Honey wasn't sure even _that_ would be enough against whatever strange abilities Cinder suddenly manifested. Cinder watched Pyrrha's approach curiously, making no move to brace for the attack. Before Pyrrha could throw herself at the swirling inferno, however, Ozpin's hand slammed against the rounded bronze of her shield, stopping Pyrrha in her tracks.

"You three get out of here!" Ozpin ordered, keeping himself between the students and super-Cinder. "Find Glynda…Ironwood…Qrow! Bring them here right away." Gently pushing her back, Ozpin returned his focus to the threat in the room. "The tower _cannot_ fall."

"But…I can help," Pyrrha insisted. Honey felt she should be offended at the lack of mention in that statement, but what could she honestly contribute? _Couldn't even stop her from killing that girl._ For some reason, killing her seemed to give Cinder an incredible amount of power, which meant her failure had doomed them all. _I'm just a support fighter at best. A distraction. Why did Randi trust me with this?_ If Randi were here, she would've protected the girl easily. Heck, with her, Pyrrha, and Ozpin here, Honey wondered if Cinder would even stand a chance. _I'm sorry, everyone._

Ozpin glanced sternly at Pyrrha. "You'll only get in the way." _She'll get in the way…or we will?_ Was even Pyrrha useless at this point, or was Ozpin sending her away just to keep her and Jaune safe? The two of them would make easy targets for Cinder. Ozpin couldn't fight her properly while also guarding them. Instead, he was sending away his only real reinforcements to escort them out, meaning he'd have to face Cinder alone all because they weren't good enough.

Without question, Pyrrha ran over to Jaune, helping him off the floor before running along the edge of the hall to avoid Cinder. Jaune and Honey followed close behind. Rather than attack their divided forces, Cinder merely watch them flee with a smirk, content to wait for her chance to face the Headmaster directly.

The three students escaped the dark hall on the same elevator they'd come down in, riding it back up to the surface. Not a word was spoken in the tense, cramped confine, leaving them to listen to the whir of the elevator's motor and the occasional boom that spoke of intense combat below them. The elevator shook as the two titans battled beneath the school. As they neared the surface, the signs of their epic struggle lessened, until there was no proof at all. The doors opened shortly thereafter, spilling the three into the school's lobby. They hastened for the exit, never once looking back.

Outside, the battle raged on, as students held back a new swarm of Grimm across the courtyard. Dozens of Atlas robots lay scattered across the landscape, evidently out of the fight at last. _That only leaves the Grimm and White Fang,_ Honey optimistically assured herself. Since the Grimm wouldn't understand the allegiance, that meant they'd be able to focus on one at a time. _Some good news at last._

And right now, they needed all the good news they could get. _If we can push back the Grimm, that'll free up Huntsmen to go help Ozpin._ Of course, it might take a while for them to arrive, meaning they'd have to trust the Headmaster to hold out until then. The sooner they sent him reinforcements, the better.

Jaune had the same thought, it seemed. "Okay…I think I have Glynda's number," Jaune panted, still a little winded from his failed attack and unplanned flight. His scroll beeped as he cycled through contacts, fumbling with the buttons in his haste. "Oh, where is it?"

As he searched, Honey scanned for anyone she recognized in the courtyard. The immediate area stood relatively clear as the Grimm focused on a tight cluster of students closer to the docks. Despite the defeat of the rogue robots, it seemed they'd mostly abandoned the school's entrance to focus on a defensive formation. _Maybe reinforcements are on their way._ If so, they'd need to ensure a safe landing zone. Hopefully, those reinforcements would include some _actual_ Huntsmen to send to Ozpin's aid.

"Pyrrha?" Jaune asked, pulling Honey's attention back to them. "What was all of that?"

"I–"

A rumbling from behind them cut off Pyrrha's attempted explanation. Honey caught herself before she could fall, glancing back the way they'd come to see a glow emanating from the lobby. It grew quickly, until a veritable rocket shot _through_ the elevator they'd just come off of, blasting the doors open just in time to catch a glimpse of the woman ascending the tower in a rather unorthodox manner.

"But…Ozpin…"

"There's no time," Pyrrha muttered, head hung in despair.

 _But Ozpin's the Headmaster of Beacon! He has to be one of the strongest Huntsmen in all of Remnant!_ Funny thing about being _one_ of the strongest – there were still people stronger. Whatever Cinder had done, she'd made herself powerful enough to challenge Ozpin and triumph. As much as Honey wanted to believe she'd escaped to raid the Headmaster's office or something, she knew the truth. Ozpin wouldn't have let her slip away to possibly endanger his students. Which left only one real possibility.

Ozpin had fallen.

"Go!" Pyrrha resolutely commanded, eyes hardened with determination. "Get to Vale and call for help."

"Huh? What're you gonna do?"

"And why can't we call from here?" Honey asked, echoing Jaune's doubts of the new plan.

With far more confidence than the situation merited, Pyrrha slowly turned back to the tower, eyes fixated on the office perched at the top. Realization of what she intended hit them both.

"No," Jaune gasped, stepping quickly to cut her off from certain death. "No, Pyrrha…you can't! You saw how powerful she is!" Honey could easily agree with the concern. _She just took down Ozpin himself! If he couldn't stop her, how can any of us hope to stand against her?_ With desperation cracking through his voice, Jaune stepped closer. "Pyrrha, I won't let you do–"

His protest never got to finish as Pyrrha turned suddenly, grabbed his face in both hands, and pulled his lips to hers. Stunned, Jaune's hands unconsciously slipped around his girlfriend's waist, pulling her closer. Honey felt a little awkward as their third wheel and chose to remain silent. Finally, Pyrrha pulled back, a sad smile on her face as Jaune's breath hitched, keeping him from saying anything. His eyes still screamed his concern, though.

"I'm sorry." Pyrrha's favorite words lacked the usual cheer she put into them. Instead, she clenched her eyes tightly, squeezing out a tear as one of her hands gently slid down to his armored chest. Jaune swallowed, preparing to insist she come with them. Honey saw the dark glow on his chest plate too late, even as Pyrrha's second hand braced against him. Honey reached out in vain as she tried to warn Jaune, but could only watch as Pyrrha shoved her leader back, Semblance throwing him forcefully into an empty weapon locker nearby.

"Hey!" Jaune shouted in surprise, crashing into the rocket-propelled coffin. The door slammed shut from the impact, locking him inside. "Wait! Stop! Stop!" His voice rose with each scream, even as he choked on his tears. Fists banged helplessly against the metal as Pyrrha calmly walked forward. "Pyrrha, please don't do this!" he pleaded, staring through the small slits of the locker at his traitorous partner, even as she typed something into the small display and stepped back. For a moment, nothing happened, leaving the two to share one last, longing look before the locker shot upward, arcing toward the city as it carried Jaune's final scream of grief away.

Pyrrha turned to Honey, eyes narrowed at the small girl, even as droplets rolled down her face. It was clear to Honey that Pyrrha hated what she'd just done, but felt she had no choice. It also meant she needed to get rid of Honey. Honey doubted she'd get the exact same treatment as Jaune – _even if Smit would probably cheer it on, just to mess with me_ – but she knew Pyrrha intended to ascend the tower alone.

"P-Pyrrha," Honey stuttered, stumbling backwards as she held her hands between her and the suddenly intimidating champion. "W-wait a second. You don't have to do this."

"Actually, I do," Pyrrha sighed, continuing her advance as Honey tried to keep her distance. She wasn't clad in armor like Jaune, so Pyrrha's Semblance wouldn't be throwing her away, but Honey knew she couldn't stand up to someone like her.

"Pyrrha, stop!" Honey cried as her foot struck the short wall along the side of the entranceway. Surprisingly, Pyrrha complied, halting as she saw Honey's retreat be cut off. "Jaune was right. She's too strong! We should go get help."

"Cinder's not going to wait," Pyrrha stated flatly, pointing up to the tower. "Ozpin died trying to keep her out of there. Whatever she's after, we can't let her get it."

"But the teachers–"

"The teachers are too far away," Pyrrha calmly explained. "If I don't do something, then our Headmaster died in vain." Pyrrha looked up once more, ignoring Honey as she mournfully prepared herself. "All my life, I've done nothing but train for something like this. It's my destiny to stand when others can't…to protect the world. I don't know if I can do it, but I have to try."

"Then let us help you," Honey tried, hoping to at least stall her. "Let us stand _with_ you. Our friends are nearby. If we work together, we stand a better chance of winning." Honey knew she wouldn't make a big difference, but there were plenty who could. Randi. Yang. Coco. Yatshuhashi. There was strength in numbers. Ozpin made the mistake of trying to do everything himself, and he'd paid dearly for his arrogance. She wouldn't let Pyrrha do the same. "You can't beat her alone."

"I don't have to," Pyrrha answered, a hint of a smile trying to break through. "I only have to hold her back until the teachers get here. If I can keep her busy until then, we can honor the Headmaster's final request and protect whatever else Cinder's after."

 _So, she's just trying to slow Cinder down?_ A small part of Honey was comforted to know that Pyrrha wasn't so overconfident as to think she'd be able to singlehandedly defeat Cinder where Ozpin had failed, but she doubted Cinder would waste time. If Pyrrha challenged her, she'd be forced to face whatever Cinder could throw at her. Then again, if the goal was just to defend against Cinder's attacks, Honey knew someone who specialized in exactly that sort of fighting.

"What about Randi?" Honey desperately offered, snapping Pyrrha's attention back to her. "Randi knew about all this, didn't she?" Pyrrha didn't answer, but the truth was written all over the girl's face. "She told me to keep an eye on you until she got back." Meaning she'd somehow known not only what Ozpin wanted Pyrrha to do, but that it would be dangerous. Randi clearly knew more about whatever was going on than she'd admit, but that was just par for the course. "She could help."

When it came to defense, Honey couldn't think of anyone better than Randi. Her spars with Pyrrha would drag on for ages. If Pyrrha truly just wanted to keep Cinder busy, then Randi would be her best bet, given her style and Semblance. The two of them could probably harass Cinder long enough for reinforcements to arrive.

More importantly, though, Randi would know better than to charge into such a fight blindly. Waiting for Randi would buy Honey some time, but faced with the harsh reality of the situation, Randi would take Honey's side and keep Pyrrha away. If Pyrrha tried to go alone, then Randi would be able to turn that legendary endurance against her, keeping Pyrrha safe by any means necessary. Whatever Ozpin had in his office, Honey didn't think it as important as their friend's life.

"Fine," Pyrrha agreed with far less reluctance than Honey expected. That just put her on guard for Pyrrha's inevitable follow-up. "Go find Randi. Tell her what happened." Unsaid was that Pyrrha wouldn't be waiting around during that time. Honey knew this was mostly an attempt to get rid of her, but there wasn't much she could do about it. "Get everyone else out of here, though."

Honey hesitated, trying to figure out how she could delay the girl any longer but coming up empty. Her best bet at this point was to send Randi. In fact, she'd send anyone she could. If Pyrrha thought she'd be allowed to face Cinder alone, she'd be sorely disappointed. _For a girl who always complains about being alone, she sure is in a hurry to leave._

Pyrrha turned toward the tower once more, making it clear she was finished talking. Without thinking, Honey lunged forward, her hand latching onto Pyrrha's arm before she could leave. Pyrrha yanked her arm free easily, but the slight pause was enough to let Honey utter her last request. "Come back safe, Pyrrha."

Pyrrha spared her a final smile, nodded, and ran to the tower, leaving Honey alone once more. Their unspoken farewell weighed down on Honey, but she pushed back against the oppressive feeling, determined not to make it a final goodbye. There'd be time to worry later.

She just hoped it wouldn't be a time to grieve.

/- - - - - - - - - -/

Smit finally reached the top of the tower, panting slightly from the myriad stairs he'd been forced to climb as he stumbled through the open doorway. Fortunately, it seemed Coco's entrance hadn't been repaired yet, so there was no need to force his way in.

Unfortunately, the office stood empty.

 _They're not here?_ Then where had Ozpin taken Pyrrha? He couldn't think of anywhere on campus that would be more secure than the Headmaster's office. _If it's important enough to start a war over, he'd want to keep it close._ It had to be here.

 _Now, if I were Ozpin, where would I hide something valuable?_ Scanning the room briefly, he realized there weren't many places to search. The room was pretty sparse. Ozpin's desk was pretty much the only feasible place to put something, unless there was some sort of hidden safe or something. Searching for a hypothetical hiding place would take time, which he didn't have a lot of at the moment. Instead, he dove across Ozpin's desk and began inspecting it.

The thick desktop had a number of small drawers, but most of those yielded unpromising results. Smit doubted Mercury was after the Headmaster's stationary. Nor did the drawer full of coffee strike him as overly important. _The man has a serious addiction._ The final drawer was locked, making Smit think he'd finally found an answer. While he worked to pry the drawer open, Smit decided to try and buy himself some more time.

Reluctantly, he pulled out his scroll and called Mercury.

"Yo, sorry I missed ya. Leave a message, and I might call back la–"

Smit ended the call with a frustrated growl, then immediately redialed. Again, the call went unanswered, but this time, the ringing ended prematurely, meaning his call had been declined. _Third time's the charm._ If he went ignored again, he wasn't sure what he'd do.

This time, he actually got an answer.

"Persistent little thing, aren't you?" Mercury's hated voice laughed at him. "Little busy at the moment. Think you can call back later?"

"Cut it out, Mercury. We need to talk."

"Do we though? Look, my offer still stands. You can still save your friends." The roar of the Grimm dragon as it began another approach of the school rang out, echoing through the scroll. "Well, maybe."

"I have a counter offer," Smit claimed. When Mercury made no move to interrupt, Smit laid out his terms. "I find what you're after and give it to you. In exchange, you call off the attack. Everyone wins."

"Sorry, bud, but I don't exactly control the Grimm."

"That's fine," Smit acknowledged. "You and the White Fang leave, then, and I'll get whatever Ozpin took from you."

Mercury chuckled. "Nice try and all, but I think it's a little late for that."

"There's still time!" Smit shouted, finally prying the drawer open as something cracked within the desk. "I'm in Ozpin's office already. Tell me what you're after, and I'll get it for you."

Instead of mockery, Mercury sighed heavily into the received. "I tried, man. I really tried."

"What's that mean?" Smit demanded, yanking out the pile of folders within the newly opened drawer and tossing them onto the desk. One flew open, revealing a picture of Blake with some details about the White Fang, but that was hardly worth everything going on outside. He felt around the inside of the drawer, hoping to discover some sort of secret compartment or something, but it all felt normal. Just to be safe, he pulled the whole thing out, then tossed it to the floor when it proved empty. "Work with me, man. We can still figure this out."

"It was nice knowin' ya." Mercury responded bitterly. The line went dead before Smit could press for more, leaving him to stare blankly at the device. He tried redialing, but it went straight to voicemail this time, indicating Mercury had deactivated his scroll.

The realization that his attempt had failed hit him with the force of a charging Ursa. "Tell me what you're after!" he screamed at the recorded message. "I can find it! I can stop this!" The message droned on, some unidentified female voice relaying instructions on how to leave a message. He smashed the button to terminate the call, but that didn't satisfy his rage. His fist slammed down on the desk, cracking the glass surface as he roared his fury. "Why is it too late?"

As if in answer to his question, a rumbling from across the room tore him away from the useless files before him. Wisps of smoke began to leak out of the elevator doors – slowly at first, but quickly turning into a steady stream. The metal barriers glowed for a moment before screeching open.

"Because I'm already here," Cinder spoke as she stepped out of the pointedly empty shaft.

"Cinder!" Smit yelled, hands instinctively bursting into flame as he readied an attack. "Why are you doing this?"

Cinder took one look at him and snorted softly in amusement. Uncaring for his threat, she walked over to the windows, turning her back on him in an apparent dismissal. She looked down at her handiwork far below for a moment before speaking.

"Beautiful."

"Beautiful?" Smit could hardly believe what he was hearing. After all the death and destruction she'd caused, Cinder dared to enjoy what she saw. "It's terrible."

"It's horrendous," Cinder agreed with a smile, turning to face him finally.

"Why would you do all of this?" Smit demanded, stepping around the desk to give him a clear shot at Cinder if needs be. "My friends are fighting down there. They're risking their lives, all because you wanted something from Ozpin?"

"You're blaming the wrong person, Smit," Cinder purred, still making no move to defend herself. "If you want to blame anyone, blame your beloved Headmaster. That arrogant fool dared to take something from me and hide it in this school of his, knowing full well he couldn't keep it safe. He used you, his loyal students, as nothing more than an expendable shield. Well, he won't be a problem anymore."

"What do you mean?" Smit cautiously asked, still debating whether to attack. On the one hand, he might be able to surprise her and stop this whole thing. Then again, if she was strong enough to lead all of this, he might be in over his head. Did her lack of defense speak to her foolishness, or was she just that confident in her own abilities?

"Ozpin is dead."

The force of her words nearly bowled him over. _Ozpin's…dead?_ He'd come to dislike the man lately, thanks mainly to his belief that the Headmaster had caused all of this, but to hear the man had died? "You…you killed him?"

"Now there's no one left to stop me," she smugly declared. "The old man's been dealt with. Ironwood's forces have been neutralized." Cinder took a deep breath, savoring the moment. "I've waited so long for this. I dreamed of how sweet my victory would be. But now that it's finally here, I have no idea how to celebrate. How…amusing." Cinder laughed at her own absurdity.

"You haven't won yet," Smit declared defiantly. "Vale won't just bow down to you. Every Huntsman in the Kingdom will hunt you down. They'll have an army on your doorstep before you even know what happened."

The building shook violently. Smit stumbled, but managed to keep his feet under him. A piercing shriek rattled the windows as the dragon scaled the side of the tower, face pausing outside the office windows to look in at them. Another screech, this one so close it had Smit clutching his ears, greeted them. Smit marveled as the mouth hung open, splitting much further back than he'd expected. All along those jaws, jagged teeth – some taller than him – glinted cruelly in the bright light of the shattered moon.

"Shhh," Cinder reassuringly hushed the colossal beast. Smit prepared to run, fully expecting the monstrous jaws to break through the tower and kill them both. "This is your home now."

The dragon's eyes – all three of them on this side – studied Cinder for a second. It let out a muted growl, but remained still, simply watching Cinder as if considering her offer. Cinder took a step back and held out a hand. A flame sparked to life, dancing elegantly above her outstretched palm. Cinder hummed in satisfaction, apparently enjoying the feeling.

"Now, I feel like I should thank you for your assistance, Smit." Cinder snuffed out the flame and turned toward him once more, brushing some loose hair back over her shoulder with a sly grin. "After all, it took a lot of negativity to wake my friend here."

"Thank me? Why?" Smit asked, bewildered. He'd been working all this time to stop her plan, even if she never knew it. Fighting the White Fang. Trying to stop her attack on the CCT – and judging by the burns on the guards, she'd done that job personally. Stopping the match at the Tournament. Every action had been in direct conflict with her goals. "I wanted to stop you."

"True, but I hardly expected the Huntsmen to let me go unchallenged. You are not the first to oppose me, nor will you be the last." Cinder walked over to the desk, leaning casually against its edge as she continued. "I had hoped to have that Pyrrha girl kill the robot. Even had an entire speech planned around it. Then you went and interrupted the fight."

 _So that's what she was going for._ Smit wasn't sure _exactly_ how it would've played out, but seeing Penny – a supposed student and representative of Atlas – murdered in front of them would've driven the crowd into a frenzy. A student interrupting the match sounded a lot less useful to her, but she'd managed to play it up enough to get things started.

Cinder reached over Ozpin's desk, grabbing the large kettle before popping open the lid and taking a quick sniff. Apparently content with its contents, she poured herself a cup and even looked to Smit to offer another.

Smit simply glared away the generous offer.

"Suit yourself," Cinder shrugged, taking a small sip of her drink. "Admittedly, adlibbing was somewhat exciting, but I've always been one for thinking on my feet. Besides, with a little help, it was easy to pull up footage of your past transgressions. You've been quite the naughty boy this year, haven't you, Smit?"

"I would never help you!"

"No?" she questioned, copying Ozpin's tactic of pausing to sip once more. "Weren't you just offering your services to Mercury a moment ago? Stealing for terrorists is typically frowned upon, Smit." Cinder set her cup down and leaned over to stage whisper, "Don't worry, I won't tell anyone." Her knowing grin had his fists clenching tighter.

 _All this time…everything's been because of her._ The White Fang at the docks. The CCT explosion. Him being arrested…both times. All of his struggles had come because of Cinder's schemes. "You used me."

"And you played your part spectacularly," Cinder replied. "Killing those White Fang animals only served to infuriate them more. Convincing them to attack Beacon, especially after so many died at the Breach, would've been difficult. But all I had to do was remind them what you'd done, and they nearly started the attack on their own. Throw in that traitorous cat," Smit assumed she meant Blake, "and I've got a sacrificial army lined up in an instant." Cinder snapped her fingers for emphasis. "So, thank you, Smit, for all your hard work. As a reward, I will allow you to leave here alive."

"I'm not leaving my friends," he growled, thinking of his team down below. Admittedly, one of them in particular, which made him feel a little guilty.

"Fine, take them with you," Cinder answered, waving him off dismissively. "I have no interest in slaughtering a bunch of worthless children."

"Then why stay?" Smit asked. If she had what she'd come for, then lounging in the tower didn't make much sense. As docile as the dragon seemed around her – something that still freaked him out, to be honest – he doubted she intended to make herself Queen of the Grimm. If she planned to leave, then now would be the perfect moment. So why was she staying?

"That's for me to know, my little pawn." Smit shook with anger at the moniker, but couldn't deny that she'd played him every step of the way. "I have one more matter to attend to here. Rest assured, once that is finished, I will depart. You and your ilk may do as you wish after that." In other words, she'd leave their school under the control of a freakin' Grimm dragon, but wouldn't stop them if they found a way to reclaim the school. "However, my patience with you has reached its end. Leave or perish. The choice is yours."

Smit was surprised how much he wanted to stay – to fight a hopeless battle all for some sense of virtue. He didn't believe for a second that he could win this fight, even if he ignored the winged behemoth lurking outside. Still, some part of him insisted he stay and fight, which is why he held his ground, fists still enflamed as he stared down his opponent.

_You better keep yourself safe._

Lilly's voice broke through his determination as he recalled his promise just moments ago. _I can't lose you._ Those simple words loosened his hands, causing the flames to snuff out suddenly. Cinder smiled at the sudden change, sensing his defiance dissipating. Cinder seemed content to merely watch his turmoil as he continued standing there, an internal battle between his sense of duty and his promise to Lilly raging on.

Eventually, Lilly won.

Smit felt his foot move backward. Then the other. He slowly retreated to the door, keeping his eyes on Cinder lest she change her mind. The footfalls came slowly at first, but sped up as his resolve evaporated. _I promised. Not only to Lilly, but also myself._

He'd meant it when he said he'd keep them all safe. The only reason he was up here in the first place was to do just that. They'd refused to retreat, leaving him only one option. He'd hoped that appeasing Cinder would end the attack, but that ship had sailed. Now though, with Ozpin dead and a dragon claiming the school, surely they'd listen. He'd get everyone to leave. Once the dust settled, the Huntsmen could figure out a way to defeat the airborne abomination, and life would eventually go back to normal.

Or, well, something close to it.

"I'm only here for them," Smit stated as he neared the door. "I came up here to save them, not to fight you."

"A wise man," Cinder commentated. "If only your Headmaster had learned that lesson."

Smit stopped at the open doorway, turning to leave, but not before issuing a simple reminder to the horrible woman. "You know, there'll be a price to pay for everything you've done – in this life or the next. I only hope it comes soon."

Taunting Cinder after she decided to spare him felt pretty dumb, but he felt the need to get the last word in, if only to sour her victory a little. Somehow, it made him feel a little better. Cinder didn't seem to care too much for his promise of retribution, snorting softly at his attempt. Her focus drifted back to the Grimm outside as she calmly turned away from Smit's exit.

As Smit hastily fled the scene, Cinder listened to the fading footsteps with a grin. Killing him wouldn't have even caused her to break a sweat – not like the old man downstairs had. She looked about the room, trying to decide where Ozpin would hide her treasure. Smit had searched the desk already, but Cinder knew it wouldn't be there. Something this important would warrant more security than a simple drawer. Just to be safe, though, she idly flipped through the folders strewn across the desk, curious as to what valuable information they might contain.

After all, she had all the time on Remnant to find her prize.

A metallic screeching drew her away from her studies as sparks flew from the closed doors of the elevator. Something was ascending her tower far faster than normal. She could only think of two people capable of controlling an elevator like that, and that aggravating woman, Goodwitch, would still be in the city. That meant the child – the one Ozpin had tried to give _her_ power to – had decided to challenge her after all.

Given how she could tell some of her power was missing, leaving a small niggling feeling in her head that refused to go away, that saved her time later.

The elevator pinged to announce her target's arrival as the doors parted forcefully. With an amused smile, Cinder leaned to the side as the girl's blade spun past her, nearly messing up her hair. The polished shield that followed was no more surprising. Cinder brought both arms up in front of her and braced herself for the second impact as Pyrrha crashed feet first into the small platform, hoping to throw Cinder back as she kicked off.

Children could be so predictable, sometimes.

Pyrrha Nikos, Ozpin's unworthy vessel, landed several feet away from Cinder, Semblance summoning her weapons back to her as she stared down the _true_ maiden. As a reminder of how unevenly the two were matched, Cinder focused her new powers to lift herself off the ground, hovering a couple feet in the air. Always one for showmanship, she summoned a small flame beneath her, enjoying how it felt to experiment with her nearly complete powers at last. The rush of exhilaration sent a shiver through her, even as she felt the power ignite around her eyes once more, which only added to her terrifying visage. Cinder raised a single, empty hand, feeling the power surge in her palm as she prepared to show this foolish girl just how doomed her efforts were.

Which left her unprepared for the burst of fire against her back.

The moment her feet hit the ground, Cinder rolled to the side, narrowly avoiding Pyrrha's attempt to capitalize on the sneak attack. A column of fire erupted from her hand, crashing into Pyrrha's shield but forcing the girl back so Cinder could identify the second attacker.

"You lied to me, Cinder," a furious Smit growled at her. "You said my friends would be safe."

"I said you could _leave_ ," she replied flatly. Talking during combat was a rookie mistake, but even the two of them couldn't pose a real threat to her. If she would be forced into this fight, however, she might as well enjoy it. Without looking away from him, Cinder summoned a small glyph on the floor, which erupted just as Pyrrha tried to charge in again. The well-trained girl saw it at the last second and dove aside. " _This_ one chose to face me. For that, her life is forfeit."

"Not on my watch," Smit shot back, hurling another fireball at Cinder, who batted it aside easily. He'd been making his way down the spiraling staircase when he heard Pyrrha fighting upstairs. His feet had frozen in place for a moment as he struggled with what to do. He needed to get to Lilly, but leaving Pyrrha alone to face Cinder was as good as killing her. His promise to Lilly had been to come back safe.

But his promise to himself was to keep _everyone_ safe.

That included Pyrrha. Before he knew it, his feet had carried him back up to the tower, where he had peeked around the corner to confirm his suspicions. With Cinder fully focused on Pyrrha, he had a free shot and took it. Fate effectively tied to Pyrrha from that attack, he now faced down the terrifying woman and tried to come up with a plan. Of course, Cinder wasn't interested in giving him time to think.

"Then you can die together," Cinder announced as she extended an arm toward him. Smit ducked behind a pillar just as another stream of fire burst against his hiding spot. Flames licked around the ornate barrier, but none reached him. The attack cut out suddenly as Pyrrha hurled her javelin at Cinder, who easily identified the champion as the bigger threat.

 _I've got to distract her._ Smit knew he had no chance against Cinder. His fireballs seemed pathetic compared to her own control of the element. He could recall her being quite skilled in unarmed combat in the Tournament, so even that advantage had been taken away from him. Pyrrha, on the other hand, could still pose a challenge, but only if Cinder couldn't focus on her the whole time. She'd be forced to fight them both, which meant they'd both have better odds of attacking. If she focused exclusively on Pyrrha, he'd rain fire and fists on her. The moment she turned to him, he'd have to trust Pyrrha to capitalize on the opening before Cinder roasted him. Little by little, they'd work together to bleed Cinder's aura dry.

Death by a thousand cuts.

As Cinder followed Pyrrha's circling approach, Smit charged in once more, doing his best to stay light on his feet and conceal his advance. A vicious hook sailed for her side as he aimed to knock the wind out of her, but Cinder turned at the last moment, deflecting his strike with ease. Arm extended, Cinder hooked his elbow and dragged him off his feet, tossing him across the room. He slid a few feet before his back collided with a pillar. Even so, Smit rolled to the side and threw another pair of fireballs at the insane woman's face. She blocked it with a single arm, dispersing the flames before it could reach anywhere important, but he hadn't really expected them to land.

The brief flash of fire around her face blinded her for a moment, leaving her open as Pyrrha fired away at their opponent. The first shot hit her in the chest, but she adjusted quickly to block the next against her palm, waving her hand to deflect each shot before a burst of flames shot for the marksman. Pyrrha expected as much and brought _Akoúo̱_ up in time to protect herself. Knowing how much force it would carry this time, Pyrrha took a step forward, found her footing, and lunged through the flame for Cinder. The attack cut out just as Pyrrha closed the gap and spun through the air, bringing _Mil_ _ó_ around to slice up at Cinder's mocking face.

Smit and Pyrrha both gasped in shock as Cinder gripped the fabled blade in her hand, smiling victoriously as she tanked the attack to leave Pyrrha exposed. Cinder jerked the sword back, yanking a stunned Pyrrha closer to meet her free hand. Pyrrha was thrown forcefully against the wall by another of Cinder's fire attacks. As her back met the unforgiving wall, Pyrrha's shield slipped from her hand, leaving her defenseless. Even so, she rose defiantly, ready to continue the fight.

Smit rushed in to give his new partner a moment to recover, but his fist sailed through empty air as Cinder shot across the room, using her hands as miniature rockets to fly toward Pyrrha. Shocked by the sudden change of tactics, Smit wondered if he could do the same. _Never tried using flames for mobility. Have to remember that one for later._ His mastery of the element paled in comparison to Cinder's, but it would be worth a shot. Of course, that would have to wait, as Cinder wasn't about to give him time to practice.

"Pyrrha!" he shouted instinctively, despite the uselessness of the warning. Rather than try to dodge the Cinder-shaped missile, Pyrrha tensed and waited for the inevitable collision. Just before impact, Pyrrha kicked off the ground, twisting as Cinder forced her back toward the wall once more. The quick maneuver allowed her to plant both feet against the wall, even as she hooked Cinder's arm and twisted. Using the momentum, Pyrrha kicked off, flipping over Cinder's back before hurling her opponent away.

 _Never seen her fight unarmed before,_ Smit mused. Pyrrha's Semblance meant she could summon her weapons in a moment's notice, not that many could hope to disarm her anyways. Thankfully, Pyrrha hadn't taken that for granted, and had clearly trained for the possibility.

Cinder landed hard, quickly flipping backwards as another fireball exploded against the spot she'd landed on. Even so, the extra moment it took to recover was all Pyrrha needed to regain her weaponry and charge in once more. The surprise on Cinder's face as Pyrrha's shield smashed into her stomach gave Smit a glimmer of hope. Cinder seemed to float, and probably did, as she magically regained her footing, but the quick-footed Pyrrha gave her no room to breathe.

Cinder's hand came around once more, already sparking with fire to drive Pyrrha back, but the hilt of Pyrrha's sword smacked it away before it reached her. A flick of her wrist had _Mil_ _ó_ 's blade cutting across Cinder's body. The strike was cut short as Cinder's other hand deflected the blade away, but Pyrrha spun low and aimed another strike at her thighs in an attempt to cripple the fearsome femme fatale. Again, Cinder's hand met her attack, but the blade still skimmed her leg, and Smit could see the brief glow of aura against Cinder's palm. Even blocking required aura, and no one had a limitless supply.

Before Pyrrha could capitalize any further, Cinder flipped back, delivering a pair of fiery kicks and proving her versatility. The first kick knocked Pyrrha's guard open, allowing the other to fling Pyrrha upwards. Smit followed Cinder's acrobatic assault carefully and landed another free shot on her side as she landed. Cinder stumbled as her feet hit the ground, balance thrown off by the attack.

Pyrrha, still airborne but somehow under control once more, reared back and hurled _Mil_ _ó_ forward. The javelin shot forward instantly, speed enhanced as the rifled hilt fired. Cinder grunted as the sharp edge sliced against her arm. _Akoúo̱_ followed close behind, but Cinder was able to bat it away with a swipe of her hand. Her eyes shone brightly as she did, making Smit realize they were making progress.

 _Her eyes glow whenever she exerts herself, but only for a moment. She must not be able to use it for very long._ Which meant they were pushing her to her limit. Whatever strange power she possessed, it seemed to take a toll on her to use for too long. Small displays, like floating around or small attacks, didn't ever cause her eyes to spark, but the larger attacks activated it pretty consistently. _If we keep pushing her, we can wear her out._ If that happened, she'd be unable to use her powers effectively, which would tilt the odds significantly in their favor. All they had to do was keep probing her and force her to use those blasted powers.

Pyrrha seemed more interested in the killing blow. Smit finally noticed the subtle glow around Pyrrha's armor, proving her aerial control was actually an extension of her Semblance. Before Smit could think on it any further, Pyrrha launched herself at Cinder, tackling the dangerous woman to send the pair toppling backwards. They spun through the air before slamming into the ground in front of Ozpin's desk with enough force to crack the floor and send dust and debris flying in a mini explosion.

As the haze dissipated, Smit nearly cheered at the sight before him. Pyrrha slowly rose, one arm locked around Cinder's throat as the other sought to drag _Mil_ _ó_ closer. The only thing keeping the sharpened edge from severing through Cinder's neck was her firm grip on the blade. Cinder fought against the inevitable, pulling with all her might to keep the attack from landing. Her hands glowed from the strain, aura flooding into them lest her fingers yield. Despite her efforts, the blade continued to inch closer. Even her pet dragon seemed to recognize the hopelessness of the situation, peeling off the tower to wing its way over the forest. It was only a matter of time before Pyrrha ended the threat once and for all.

Smit didn't feel like waiting.

Hoping to hasten Cinder's demise, Smit rushed forward, intent on pushing the blade the rest of the short distance to end this once and for all. His hands reached out to shove against Cinder's own, but she wouldn't go down without a fight. The moment he made contact, Cinder reared back and delivered an almighty kick to his rather exposed weak point. Smit howled in pain – a few octaves higher than he intended – before falling back to protect himself and reevaluate his approach.

That's when the realization hit him. _Her hands. They were…hot._ And not in a weird fetish sort of way. Like, literally heated. The glow he'd mistaken for aura had grown, spreading to _Mil_ _ó_ as Cinder continued to fight against the blade. Even now, Smit could see the metal begin to weaken, bending slightly under the continued heat and strain. Cinder's eyes matched the glow, hinting at her power being focused somewhere as she turned her face toward Smit and looked past him with a disturbing grin.

"It's a trap!" Smit yelled, rushing in once more before Cinder could enact whatever horrible plan she had in store. Pyrrha's eyes widened, following Cinder's gaze past him to some unknown horror.

At least, unknown until a familiar roar shook the building. In the reflection of the windows behind the pair, Smit could see the rapidly approaching form of the dragon as it prepared to kamikaze the tower. He doubted the building would hold up against the monstrous form, but had to assume Cinder wouldn't be smiling if they were about to die. Instead, she glanced down to the blade in her hands, tightening her grip as the metal strained and then snapped. The sudden release caught Pyrrha by surprise as the jagged remains of her blade flew back, nicking Cinder's shoulder. As Smit dove forward to hit Cinder, she drove her elbow into Pyrrha's gut.

Smit felt the entire world turn upside-down in an instant as the dragon buzzed the tower, clipping the top with one of its massive wings to tear the roof off. The resulting shockwave threw him to the side, even as glass and gears rained from the ceiling. A metal cog, at least half his size, clipped his leg. Shards of glass rained down on him, his aura saving him from the veritable shredding.

Through all the chaos, Cinder remained standing, swatting away the hazardous materials as her eyes shone with power once more. She'd lifted herself off the ground at the last second, allowing her to steady herself easier as the two of them were tossed about. Her heels clicked against the floor as the room finally stopped spinning.

"Enough!" Cinder screamed, breathing heavily from the near-death experience moments ago. Her eyes narrowed at Pyrrha, who was knelt against the remains of a pillar, which had spared her from a nasty fall. "How _dare_ you challenge me! I gave you a chance to run, but you both decided to play at being heroes. Well, guess what!" Cinder held her hands out as two black blades materialized before her. "Playtime's over."

/- - - - - - - - - -/

Adam's blade slammed against Randi's shield for the thousandth time. Instead of pushing against it, Randi allowed the force of the blow to drive her back, just in time to avoid Adam's fist as it sailed in from the side. The moment she completed her roll, _Verteidigen_ rose to clash with the blade Adam had thrown at her. It ricocheted off her shield loudly as Randi tilted it to the side, deflecting it away from the brazed bull faunus as Blake charged in. He blocked her strike easily on his sheath, then planted a foot squarely on her stomach and kicked off. Blake was tossed back, even as Adam flipped away, rolling as he hit the ground to bring him back to his sword. The moment his fingers found the hilt, he dashed in once more, cutting through Blake's clone with ease.

 _What is this guy?_ Randi had seen many impressive fighters, both in her travels and during her time at Beacon, but nothing like the force of nature that battered the two of them around the room. Randi groaned as she charged in once more, already feeling the strain from the strikes she'd failed to fully block. Blake fared worse, her weapons far more offensive than her own.

Adam, on the other hand, had escaped nearly untouched through it all.

 _How can we beat him if we can't even hit him?_ Randi lunged in with _Angriff_ , aiming for the small of Adam's back, but that horrible, red blade came crashing in to divert her attack to the side once more. She'd expected as much, focusing instead on the follow-up shield strike to his exposed back. He pivoted quickly on one foot, forcing Randi to alter her charge at the last second. Even then, she only barely hit Adam's shoulder. He allowed the blow to spin him around, blocking a shot from Blake against the flat of his blade before delivering a kick to Randi's back.

She was rolling before she even hit the floor, knowing full well that to stay down was to die.

 _We can't keep this up._ Adam dashed between them with such speed that Randi had to rely on her Semblance at every turn. Even so, Adam continuously found ways to slip past her guard. Her armor served her well against his repeated strikes, but had its limits. Every piece of it bore a plethora of deep scratches, with some piercing all the way through in places. Her left arm lacked any protection from her forearm down, as she'd been forced to ditch the scraps that had survived his merciless assaults. An ear had fallen from her helmet, thankfully nothing more than a decoration. Her own faunus ears laid flat against her head, but the image she cut had to be pretty pathetic at this point.

The worst part about it all, though, was his incessant need to talk.

"You've grown weak, my love," Adam orated as Blake attacked again. He cut through the first clone with ease, redirected his strike through what turned out to be a second, and had just enough time to block her actual attack from behind. His free hand latched around her wrist, hauling Blake off her feet and through the air, before slamming her down against a nearby table, which snapped under the blow. "Is this what happens to those who fight for nothing? Do they _become_ nothing in return?"

"Yah!" Randi shouted as she swung _Angriff_ horizontally. She hated announcing her attack like that, but it forced him to jump back from Blake before he could take advantage of her being down for a moment.

"And you," Adam growled. "I grew up reading of the heroic Silver Wolf. How he held back the human invaders, rallied the faunus, and turned them into the greatest warriors Remnant had ever seen!" Adam spit to the side. "You don't deserve to wear that armor." Adam charged in, dodging Blake's gunfire to slam his blade against her shield once more. "I'll tear it off of you. Piece by piece if I must."

Adam kicked Blake away once more as she charged from behind. Seeing an opening, Randi swept low, kicking his plant leg out from under him. _Angriff_ sought to score their first meaningful strike as he fell, but Adam somehow managed to bring his original foot around to kick off Randi's shield before the blow landed.

 _I've never seen someone so fast_ , she considered as she watched him springboard off a table. Ruby was quick, but her speed came from her Semblance. While Adam wouldn't be warping through the air in a flurry of rose petals anytime soon, the fact that he could consistently keep up such an impressive pace was far more worrisome than the random dashes Ruby could execute. His speed came from raw training, not some special ability. Which meant he still had some hidden power he didn't feel the need to reveal against them.

Another charge at Blake had the girl dodging back, but Adam shifted direction in an instant, his feint serving to drive Blake back as he refocused on Randi once more. His blade sailed down at her, but lacked the usual force as it bounced harmlessly off her shield. She knew she'd messed up as _Verteidigen_ shot upwards, overextending against a meaningless blow. Randi watched, helpless, as he brought his sword around, cutting for her stomach. She tried to dodge back, but wasn't quick enough to entirely avoid the strike. It cut through her weakened armor yet again, carving a vicious line and peeling away an opening as she felt the sharp edge slide across her stomach. Aura strained against the blow, but she could feel it start to waver as he pulled away.

She wouldn't be able to take another hit like that. Her armor had been reduced to sporadic patches of protection already. Thankfully, her shield was far stronger, not needing to sacrifice durability for flexibility. She'd kept it in its smaller form the entire battle, hoping the doubled thickness would hold up better. While extra coverage would be nice, she couldn't risk blocking even a sliver of her view. Tracking the speedy terrorist leader was hard enough without something in the way.

Adam's smile told Randi he sensed her faltering. Rather than break off to engage Blake once more, he shrugged off the trio of shots from behind and kept his attention on Randi. _Angriff_ shot forward from behind her shield, leaving him little time to react. With a quick lean and a swipe of his sword, her attack pierced nothing but the air beside his face. His sheath came around for her side to stagger her, which would spell doom if it connected. She didn't fancy her chances against another full blow if her defense faltered. _Verteidigen_ raced to block his strike, crashing against the metallic baton in an effort to knock his guard open.

It worked. A little _too_ easily.

Randi realized her mistake as the length of the sheath broke off against the edge of her shield. She saw his shortened weapon pass her defense, realizing the sheath had been hiding a gun this entire time. _He's been holding back?_ The thought barely had time to cross her mind before she felt the cold muzzle press through the new gap in her armor, chilling her stomach for a moment.

Then…it burned.

The round hit her stomach forcefully, driving the wind from her as her aura repelled the projectile.

Another shot rang out. Her aura held again, even as Randi gasped for air.

The third blow proved too many.

For the first time in her life, Randi felt her aura falter and fail, breaking against the attack. It all happened in an instant, but whether through her Semblance or the rush of adrenaline, each agonizing second felt like an eternity. The flash from the muzzle burned as her gut clenched suddenly, tightening unnaturally as it failed to withstand the coming impact. She expected some type of overwhelming pain, but was rewarded only with a terrifying numbness as she stumbled back, hand clenched to her stomach. She could feel something sliding down her leg, snaking its way under her armor as it rushed to the floor below. Her hand came away slowly as she fell back, fingers shining red in the glow of a nearby fire.

As her back struck the floor, her head fell to the side, granting her an unhindered view of her fallen classmates – all prior victims of the man who just beaten her. _S-so, this is what defeat feels like. It's…colder than I expected._ She'd lost fights before, but getting outdone in a spar didn't really count as a defeat to her. Losses in training – pretty much exclusively against Pyrrha – were learning opportunities. This…she didn't like this.

Randi panted for air, turning her head away from the corpse beside her to watch Adam approach. He said something – probably some stupid line about how this was all Blake's fault. _Pretty sure this is all your doing._ She tried to push herself up, grimacing as her body protested, only to fall back again as Adam kicked her hand out from under her. His foot came to rest over her wound, pressing down cruelly as she watched him raise his blade above her chest. Part of her was at least grateful he didn't smile as he prepared to finish her off. Another part wondered whether she'd feel the final blow. A third wondered if he would've spared her if she had cat ears.

"No!"

Randi snapped back to reality as Adam suddenly vanished, swept away by a strange, black shape. Her mind finally focused again. A hand shot down to her bleeding wound, applying pressure as she tried to staunch the flow. The wound itself wouldn't kill her, as long as she didn't bleed out. She pushed herself up, slipping as her hand planted in a small puddle of blood, but managed to rise to a knee as she looked to Adam again.

Blake had her blade locked against Adam's as she strove to push him back. She leaned forward, claiming the advantage as the two weapons sparked against one another. Blake glared her hatred at her former lover, eyes promising death for all he'd done.

For all those he'd killed – CHLK, BLZE, and countless others.

For the once-peaceful faunus who now blindly sacrificed themselves for his vendetta against humanity.

For Randi, who struggled to stand as blood dripped through her fingers.

But most of all, for herself.

Unfortunately, conviction alone wouldn't win the day. Despite Blake throwing her entire weight into the two-handed grip on _Gambol Shroud_ , Adam began pushing her back, still clutching his sword in a single hand. Randi tried to call out a warning, but only managed a cough as a Creep leapt through a nearby window, red eyes locking in on Blake from behind. As it charged, Adam kicked her to the ground, leaving her defenseless before what should've been an easy opponent. Cruel jaws unhinged as the bipedal monster rushed in. Blake gasped as it dove for her throat, but couldn't bring her weapon up in time to fend off the charge.

The creep flipped back as Adam shot, sparing Blake for the moment. "You're mine, Blake. No one will take you from me, my love." Adam sheathed his sword, content that Randi would pose no further threat as he advanced on Blake.

"Why, Adam? Why do all of this?" Blake pleaded, planting an elbow to push off the floor.

"Because of you, Blake!" Adam roared back. "This could've been our day! Can't you see that?"

"I never wanted _this_!" Blake shakily gained her knees, continuing the argument in hopes of delaying the inevitable. "I wanted equality! I wanted _peace_!" Despite her words, Blake quickly fired off two shots at Adam, but he was prepared. He partially exposed his blade, blocking both rounds as his sword glowed unnaturally.

"What you want…is _impossible_!" Adam's sword hissed as he sheathed it once more, then backhanded Blake across the face in the weirdest display of love Randi had ever seen. She'd heard of abusive relationships, but never seen one quite this bad. She doubted he'd win Blake back by beating her up, burning down her school, and killing all her friends. "But I understand." _Doubtful._ Adam's voice had suddenly grown calm once more, somehow only making him sound more insane. "Because all I want is _you_ , Blake."

Blake shakily tried to aim at Adam once more. Apparently fed up with the game, Adam kicked _Gambol Shroud_ from her hand, knocking her flat on her back. With his back to her, Randi saw a perfect opportunity to strike. Using _Angriff_ to push herself up, Randi got one foot under her and leaned to rise the rest of the way. In her state, she figured she'd be lucky to get in one solid strike. Her only hope rested in him being caught by surprise. Hopefully, his overconfidence would mean he'd let down his aura on his back, focusing it on the downed girl before him instead. It was a longshot at best, but she had to try _something_.

Randi faltered as she tried to stand, stomach screaming as the movement stretched the torn flesh and muscles. Her second attempt threatened to topple her entirely. If she couldn't even stand, there was no way she'd be able to silently charge her target. She had only one option. Summoning her inner Pyrrha, Randi hoisted _Angriff_ above her, aiming her spear as she wobbled on one knee. She leaned back, then hurled herself forward, releasing her weapon at the last moment to send it soaring through the air. The momentum carried her forward, nearly falling on her face as her hand finished its arcing motion before planting against the cold tile. She watched as _Angriff_ carried the last dredges of her defiance, racing to end Adam once and for all.

Adam turned slightly, hand snatching out to catch the shaft of the spear just before it made contact. He held it there for a moment, then tossed it away. _Angriff_ rolled out of Randi's reach. Adam ignored her, though, too focused on lecturing Blake to bother punishing Randi for her attempt. With only _Verteidigen_ in her hand, she wouldn't be posing much of a threat, seeing as the shield would be the only thing strong enough to hold him off when the time came.

"Why do you insist on hurting me, Blake?" Adam questioned, voice actually tinged with pain. As messed up as he was, Adam seemed to genuinely want Blake back, even if she wanted nothing to do with him anymore. "All I ever wanted was your approval…your love. Everything I did was for you. My first kill was to protect your father. I became this monster to pursue your dream of revolution. And in return," Adam spat to the side, "you spat upon my love and left us. You left _me_."

Adam relaxed slightly, muscles unclenching as he looked down on Blake. He paused, as if reminiscing about the time they'd spent together. Randi couldn't help but feel he'd failed to understand what Blake _really_ wanted. If she truly loved him at the time, then she loved him for him. By changing his very nature – becoming the most wanted terrorist in all of Remnant – he'd been the one to abandon Blake, not the other way around. In his effort to win her approval, as he claimed, Adam had unintentionally sacrificed everything Blake had loved about him, leaving her no choice but to flee from the terrifying murderer who'd replaced him.

Adam's hesitation cut off without warning, returning the madman no one had missed. "You may have given up on me, but I _never_ gave up on your dream. I _will_ see it made reality. Maybe then you'll understand the pain you've caused me. You'll watch as everything you tried to replace me with burns."

"Bla-ake!"

 _Reinforcements. Finally._ Adam's patience had been running out, leaving Randi to believe he'd stop lecturing soon and turn back to violence. With both of them disarmed and Randi already down for the count, they'd only last as long as he felt like toying with them. Randi wasn't sure how many it would take to defeat Adam, but if the rest of RWBY came, then she was sure her team wouldn't be far behind. Maybe even JNPR would show up. If nothing else, they'd at least be able to keep him busy so everyone could escape, then let someone like Goodwitch handle him.

Yang appeared outside, _Ember Celica_ blasting back a White Fang member who'd apparently lingered at the school a bit too long. Randi waited to see who else would follow.

"Blake, where are you?" Yang looked around, searching for them in the darkened school grounds. No one else appeared with her. _She came alone?_ Yang was strong, but if she and Blake hadn't made a dent, Randi didn't expect Yang to single-handedly defeat him.

Adam's cruel grin didn't inspire confidence, either. "Starting with her." Adam stood, watching Yang as Blake could do nothing but stare in fear. To call out would be to doom her partner. Yang continued looking around, somehow ignoring their predicament. Bored of waiting, Adam decided to speed up the process.

Blake cried out in pain as the blade pierced her stomach. "Huh?" It took Yang only a second to recognize the voice and hone in on its source. Adam slowly retracted his sword, turning to stare down Yang as her eyes drifted down his blade, following the blood that dripped down to Blake's injured form. Her purple eyes widened as she realized what she'd just stumbled upon. Her fists clenched as she roared, "Get away from her!"

"No…please…" Blake begged, reaching out to Yang in desperation. In her enraged state, Yang heard none of it, preparing to charge Adam recklessly. Randi could see Adam waiting expectantly, legs ready to move and counter her friend's attack. With how fast he'd proven himself, Yang would only end up wasting her Semblance and exposing herself to a massive blow. If her aura even held against it – Randi had to assume Yang had taken some damage during the fighting earlier – she'd be in trouble from a strike like that. Plus, her Semblance tended to tire her out afterwards, which wouldn't bode well against Adam.

Speaking of Adam, the man sheathed his blade calmly, which seemed odd to Randi. _Why put your sword away?_ Surely he'd take advantage of her miss. That's when Randi noticed how his hand clenched the hilt, arm tensing as he focused everything into a counterattack. "Yang, wait!" Her own cries proved as unsuccessful as Blake's.

"No!" Yang screamed as flames erupted behind her. Eyes red and hair glowing brightly, Yang flew forward, propelled by dual blasts from her gauntlets. She covered the distance in an instant, right fist cocked back to deliver a punishing blow to the masked face that dared to hurt her friends.

It all happened in a flash. Yang toppled to the side as something crashed into her midair. Adam's blade whistled through the air, finding its mark as he shot by. For a moment, everything froze.

Adam's blade screeched as it pushed against _Verteidigen_. Without thinking, Randi had charged forward, aiming for the expected point of impact as she body checked Yang out of harm's way. _That was close._ Knowing there was only one thing that had proven resilient in the face of Adam's relentless blows, she'd summoned every ounce of her fleeting strength in a desperate move to put herself between the two. Yang needed to get Blake out of there. Neither of them would be any use against Adam at this point, which meant their best bet of survival would be to run as someone held Adam off. Randi knew whoever stay behind did so at the cost of their own life.

 _It has to be me._ She hadn't even considered any other option. As long as she could keep her shield in front of her, she'd keep Adam at bay. Once Yang and Blake were clear, she'd either escape or die. Most likely, the second one. _The things I do for friends._ At least _Verteidigen_ could oppose him.

And then, in a flash of red, it didn't.

Adam's blade sang in victory as it dug into the reinforced metal, tearing past her last line of defense. She stared as the blade pressed on, hurtling toward her face.

Yang grunted as she hit the floor, born down by the weight of Randi on top of her. Adam stood several feet away, having shot past them faster than she'd thought possible. He crouched there, unmoving, blade still extended behind him. Yang cursed herself for being so foolish, grateful Randi had somehow saved her from such a stupid beating. She'd have to be more careful against whoever this guy was.

"Thanks for the save, Randi," Yang said as she tried to untangle herself from her protector. She grabbed Randi's shoulder to push her off, only for her hand to slide off the wet armor. Getting a better grip, she rolled the faunus to the side, but froze when she got a better look.

Randi's face looked back at her, eyes closed. Or rather… _eye_ closed. She couldn't see the other one due to the large cut across the girl's face, from which blood lazily seeped down. Randi's helmet lay to the side, a vicious cut having peeled it apart diagonally. Randi's limp form didn't stir, even as Yang screamed her name and shook the downed girl.

Behind them both, Adam slowly rose, a cruel smile below his blood-splattered mask.


	49. Fallout

Warm. It was weird how warm Yang felt given the situation. Heat seemed to ooze down her arms as she reached out to Randi, the glistening reflection of the nearby flames against her skin clueing her in to exactly where her warmth originated. Her breath caught as she mindlessly shook Randi, small droplets of blood sprinkling against her face from each jerking motion as she tried to wake the girl that had just saved her.

Randi's eyes remained shut.

Pink tears fell from her eyes, mingling with the blood upon her face before falling to the ground as she sought to pull her friend back from the brink. Yang shook harder, her throat drier than Vacuo. Finally, her voice broke through the parched blockade. "Ra–" she coughed, before trying again. "Randi?" Her voice barely rose above a whisper in the still air of the cafeteria. She violently shook the girl one more time and shouted, "Randi!"

Randi slipped from her grasp, her fingers desperately clutching the air as Randi fell onto her back once more, face rolling to point away from Yang. Adam, intent on savoring the moment, stood beyond them, still facing away as he whipped his sword downward, flinging Randi's blood from the crimson blade before turning to them. His face tilted down to the two.

"Tch! What a persistent nuisance." Far from being annoyed, though, Adam briefly cracked half a smile at the downed girl. "The Wolf had claws after all."

Blake threw herself in front of them, blocking Adam's approach with her injured body as the steady drip from her side splashed into Randi's puddle below. With no weapon to speak of and aura long gone, she couldn't hope to last against Adam, yet she refused to yield.

"Why must you hurt me, Blake?" Adam questioned, taking a slow step forward.

"Blake, run!" Yang ordered, not willing to lose another friend so quickly. "I can hold him off." Even as she spoke those words, Yang knew it was a lie. If Randi and Blake had already fallen to him, then what chance would she stand? Even so, Yang pushed herself up to one knee, shifting her weight to rise and stand before Adam.

"Yang, no!" Blake kept her eyes locked on Adam as he watched them closely. "He's my problem. Take Randi and get out of here!"

Yang hesitated at the name, eyes glancing at her fallen friend. She didn't want to leave her behind, but rescuing what was left of Randi meant sacrificing Blake. The price was too high. She could imagine Randi agreeing, coldly pointing out that Blake's survival would mean more than her funeral. After all, only the living could remember the dead. Randi would want it that way.

"Yang, hurry! Randi doesn't have much time!"

"Huh?" Yang looked to Randi once more, forcing her eyes away from the bloodied face for once as she studied the girl closer.

There! It was faint, but Yang could swear she saw the girl's chest rise and fall as Randi clung to life. With a determination that would make her ancestors proud, Randi refused to let go, her body fighting to remain in the land of the living. Yang had failed to notice the subtle signs, but now each screamed at her. The shallow breathing. The small twitches on Randi's lips. The firm grip of her fingers around _Verteidigen_ , clutching the ruined shield in defiance of death.

However, Blake was right. With every second, her grip on life slipped a little more. If she didn't get help soon, the abyss would swallow her once and for all. Someone would need to carry her out, but moving the armored girl wouldn't be easy. Yang doubted Adam would just let them gather their things and leave. Plus, Blake wasn't doing so great either. She couldn't hope to get them both out _and_ hold off Adam.

No. Her best bet would be to keep Adam busy while Blake got Randi away. With any luck, she'd find a way to retreat after they were gone, escaping Blake's former boyfriend that Yang _definitely_ didn't recognize from Blake's diary – the one hidden under Blake's mattress that Yang pointedly did _not_ read when Blake wasn't looking. Otherwise, she'd die to save the two, granting them time to escape. A two-for-one special.

"What are you doing?" Blake gasped as Yang stepped over her, reaching out to grab her partner. Her fingers latched onto the loose fabric of Yang's sock, but lost their hold almost immediately.

"Saving my friends," Yang matter-of-factly stated, squaring herself in front of them to face Adam directly. With far more confidence than she really felt, she turned her attention to the monster before her. "Hey, beef brains!"

Adam paused for a moment, likely out of sheer confusion. Yang already had his attention, even if his eyes likely strayed to his ex-girlfriend on the floor behind her, but she needed to give Blake time to escape. Unless Blake was stupid, she'd already be trying to get Randi out, leaving an illusionary clone of herself and Randi behind to mask their retreat. It would hold only until Adam got past her, at which point she had to hope Blake and Randi would be long gone. She might even be able to dart away in the brief confusion.

"Yeah, I'm talkin' to you, manure face." Adam arched an eyebrow so high, it peeked above his mask. The schoolyard insults served their purpose, burning up precious seconds as the terrorist leader suffered a blistering assault on his ego. "I always figured Blake left you for being the biggest douche on Remnant, but your looks sure ain't helpin' matters."

"Are you sure you wish those to be your last words?" Adam asked, only mildly annoyed at her taunts. "You cannot hope to get in the way of our love."

"Love? Man, you _are_ dumb." Yang snorted for effect, but never let her guard down as she kept herself between Adam and her friends. Or, well, the clones of her friends, if all went well. "Nah, I'm just standing up to the biggest _bull_ -y I've ever met. Blake probably got sick of being your better _calf_. I'm sure she'll _steer_ clear of you from now on."

"Enough!" Adam shouted, clearly reaching his limit of Yang's punnery. He wasn't as angry as Yang would've liked, but his _udder_ confusion at her behavior still served its purpose. To be fair, he'd lasted longer than most. Yang normally wouldn't behave so childishly in a fight – especially against someone so dangerous – but she'd been taught that fighting wasn't just about hitting someone with your fists. It was a lesson she'd mostly ignored growing up, but right now, she'd try anything.

Taiyang had always said her biggest weakness was her lack of emotional control. Make her angry, and she'd get reckless. Sure, she'd hit harder, but a smart opponent could use her rage against her. She only hoped Adam would suffer a similar problem and figured needling him about Blake would be the best bet. Even if it didn't work, she'd at least kept him occupied a little longer.

"Did you _really_ think I'd fall for that?" Adam asked, calming himself suddenly as he raised his collapsed sheath, aiming at Yang suddenly. Yang braced herself, covering her face and chest as best she could behind crossed arms as the gun fired.

The impact never came.

Instead, the shot sailed low. The bullet missed her right foot by a couple inches, making Yang wonder how he could fail so spectacularly. She eyed him cautiously, but felt unnerved by the smirk he wore. That's when it hit her.

Or, more accurately, it hit behind her.

The bullet struck the ground beneath her, ricocheting off the hard tile before striking Blake in the forehead. The false image of her guarding Randi vanished quickly, revealing their true location across the room. Blake gasped at being found out, even as she dragged Randi toward a nearby broken window, tugging harder now that her cover was blown.

"Ah, there you are, my love," Adam smiled creepily. "It's rude to leave without saying goodbye."

Yang saw Adam tense for an attack – one that was aimed at Blake and Randi rather than her. By guarding the cloned image all this time, she'd left her friends exposed. Blake saw it too, but rather than attempt any sort of resistance, she stooped down, hooking both arms under Randi's shoulders as she attempted to hurl the girl clear. Blocking without her weapon would be pointless. All she could do was focus on saving Randi.

As Adam charged forward, Yang launched herself into his path, hoping to intercept him before he struck. With any luck, he'd still have his attack chambered. Her feet slid across the floor to put her directly in front of his charge. She barely had time to plant her feet before he was on top of her. There would be no diving save by Randi _this_ time. She stood alone against the rampaging terrorist, who even now swung his blade for her throat.

Which is why she felt justified screaming in shock when an elbow struck her gut, driving her back before Adam had a chance to strike. His sword struck metal instead as he locked blades with the sudden arrival. Despite the fury of his attack, Yang's rescuer stood her ground, shifting barely an inch against the force.

Yang's eyes trailed up the black-clad legs, catching glimpses of a blood-red top hidden by long, black hair. The crimson blade, so similar to Adam's own but far longer – something Yang desperately wanted to taunt Adam about – held him back as the two masked combatants glared at one another through similar masks. Where Adam's covered only his eyes, however, this woman's mask hid her entire face. Honestly, given their penchant for black and red, along with the similar weapons and masks, most would assume the two worked together.

Yang, however, knew immediately who she was staring at.

"Mom?" The word slipped out, leaving an odd taste in Yang's mouth as she stared at the woman before her. The term felt so wrong, given that Raven had birthed her and nothing more. Summer had been her true mother, caring for and loving Yang far more than the absent Raven ever had. Still, she'd always dreamed of one day meeting the woman. She had so many questions. She'd rehearsed what she'd say a million times, but now, with the woman stood just beyond her reach, nothing came.

"Pathetic." And just like that, the first word Yang ever heard Raven speak answered all her questions. Adam looked infuriated at the woman, likely mistaking the insult for himself, but Yang knew the truth. Qrow had warned her about Raven. Warned her about how his sister viewed family. She didn't see Yang as her daughter. Rather, Yang was just a helpless child in her eyes.

Raven sidestepped as she broke the lock with Adam's blade, but Adam was no slouch. He darted back before the sudden lack of resistance could send him tumbling forward into Raven's next attack. The two stood facing one another, Adam far more on edge than he'd been before. Whatever he saw in Raven, he judged her a dangerous opponent where Yang had failed to threaten him at all. Yang took a slow step forward, mindlessly reaching for the woman she'd spent her entire life trying to find.

"Yang!"

Yang shook herself out of her stupor at the desperate plea of her partner. Her hand slowly fell as she considered her options. She'd waited so long for this opportunity – one that might never come again. With how Raven just appeared in her hour of need, Yang realized the search had been far more one-sided than she'd imagined. She'd always assumed Raven just wasn't looking for her, but seeing as Raven could've found her so easily, her lack of trying spoke of uncaring or even disdain for her own child. Far from being the long-lost mother she'd always imagined, Raven felt more a stranger to her than ever before.

Yang didn't need this woman, but her _real_ family needed Yang right now.

"Get back here!" Adam screamed as he tried to chase after her, only to be forced back again by Raven's blade. She made no move to press the attack, simply holding her ground against him.

Raven's head tilted in their direction slightly. "Leave this place or die," her cold voice, devoid of any emotion, ordered. "I will _not_ ask a second time."

"I'm not finished with them," Adam growled, carefully shifting to the side to find a way around Raven.

"The offer was for you as well, Taurus."

Adam eyed her angrily, sizing up his chances against the intimidating woman as Yang raced to her partner's side. Along the way, she passed _Angriff_ and _Gambol Shroud_ , which she quickly scooped up and took with her. Reaching the injured pair, Yang stooped low, hooking an arm under Randi's shoulder as Blake shifted to mimic her on the other side. The two lifted the armored faunus, feet dragging the ground between them. Yang spared a final look back to Raven. She didn't regret her choice.

"She's mine!" Adam charged once more, renewed rage crashing into Raven as he once more tried to get to them. Again, he failed to push past as Raven kicked him back. Yang and Blake easily supported Randi between them as they stepped out into the cold night air, hastening away from the bloodied cafeteria as steel clashed behind them.

/- - - - - - - - - -/

Lilly ducked as the juvenile Ursa flew over her, firing _Brevis_ into the back of the stunned bear-like Grimm's head as it passed overhead. Usually, having an Ursa above you would be odd, but she'd grown used to it since teaming up with Nora and Ren. The more bombastic of the two seemed upset with her performance.

"That was _my_ kill," Nora whined, stomping her foot like a petulant child. Her strange obsession with counting her kills was just another thing Lilly had been forced to get used to. _Must be weird being on her team. Poor Jaune._

"It's not a competition, Nora," she assured the crazed member of JNPR. Nora _still_ looked upset, so with a defeated sigh, Lilly relented, loudly announcing to no one in particular, "I just fired instinctively. Pretty sure he was already dead from your hit." She leaned closer, rolling her eyes as she whispered, "I won't tell anyone if you don't."

Nora's face turned ecstatic at the news, pumping her fist as she yelled over her shoulder, "Got another Ursa, Ren! How many does that make?"

"You're still winning," Ren sighed, resigned to her game as he sliced open the throat of a Creep.

"I'll credit you with the assist," Nora quietly assured Lilly, eyes darting around lest someone discover their fiendish plot. With a quick smile, Nora turned and skipped toward her next target – an Alpha Beowolf that seemed interested in her as well. "How many points for an Alpha?" she called as the Grimm charged for her. The poor thing didn't even get to hear his own valuation before _Magnhild_ caved its skull in.

Normally, seeing someone taking things so lightly would upset Lilly, but given how devastating Nora had proven herself against the Grimm, she really couldn't complain.

The fight had been going surprisingly well ever since Weiss had received word of coming reinforcements. Vale was holding now that the rogue robot threat had been removed. Grimm still poured in through the broken walls, but the remaining Huntsmen and soldiers had pushed them back enough to establish a new foothold within the city. The forces there continued outward from the town square, which now served as an evacuation point. With the situation stabilizing in the city, attention had quickly turned back to the school and the monstrosity that had taken up residence.

"Lilly!"

Lilly turned at the familiar shout, spying her teammate dashing across the courtyard. _She's safe_. Lilly breathed a sigh of relief for the return of her partner, then rushed forward to meet her halfway. A Boarbatusk, spotting the exposed girl from nearby, spun viciously across the courtyard from Honey's right.

"Watch out!" Lilly called, pointing to the oncoming threat. She aimed _Tantum_ at the whirling Grimm, even though she knew the think armor would deflect her shot.

The shot never came, however, as Honey stabbed _Singing Scourge_ downward, forming a small ramp of ice that passed over her head. The Boarbatusk flew up the new slope, momentum hurling it through the air beyond to crash into a large Deathstalker far beyond, crushing its head. Instinctively, the sharp stinger descended, drawing a pained squeal as the two Grimm killed one another.

"Honey!" Lilly cheered, wrapping her partner in a tight hug before spinning her around. "I was so worried! Are you okay? What happened? Wh–"

"I'm fine," Honey grunted, pushing herself free of Lilly's embrace. Despite her insistence, Honey's worried look had Lilly scanning the girl for injuries. "Listen, we don't have time. Where's Randi?"

"She's with Blake."

"Still?" Lilly could admit to thinking the same. _How long does it take to find a couple teams in the cafeteria?_ "We need to find her. Pyr–"

"First, we need to get back to the others," Lilly interrupted, dragging her friend back to the relative safety of the docks. "Reinforcements are on the way. We just have to hold out until they get here. Then, we're leaving."

"No! We can't leave yet! She needs our help!"

"I'm sure Randi's fine." Lilly brushed Honey's concern – and her own – aside. Aside from Pyrrha, no one in their class could compare with their teammate. If anything, Randi should be worried for them, not the other way around. "She'll be back soon. You happen to see Smit on your way over?"

"Smit? No. I didn't…wait, forget about that! Pyrrha needs our help!"

"Pyrrha? Honey, if anyone can hold their own out there, it's Pyrrha," Lilly said. "She didn't get the name Invincible Girl for nothing."

"No, you don't understand! She–"

"Look out!" someone yelled, just as the wyvern passed overhead. The top of the tower didn't survive the pass. Large chunks of masonry were knocked loose, sent flying toward the defenders in a blind spray. Lilly shoved her partner aside, then dove the other way as a boulder three times her height smashed down, rolling past to eventually fall off the edge of the docks behind. Students scattered or clustered behind those with suitable Semblances. Lilly watched one of the older girls from Mistral slam a fist into the ground, summoning a thick pillar of stone to shield her team. The boulder smashed into it, bouncing to the side as the column broke apart from the blow, raining down on the team behind. The girl who'd summoned it took a nasty blow to the head, but the rest remained unscathed as they hurried to tend to their obviously concussed savior.

As the dust settled, students rushed to reform their lines. The mindless charge of the Grimm had crushed much of their approach under the falling boulders, but some were fortunate enough to survive, using the bombardment as cover to close on the students. _Tantum_ downed one such lucky Creep before it could jump on a dazed soldier nearby, but some weren't as fortunate. Lilly wanted to rush over and help, but her own section demanded her attention. _Nothing I can do for them. Have to trust the others to hold the line._

"What are you talking about?" Weiss shouted from nearby. "Where are you?"

Lilly blocked a strike from a Beowolf, nodding her thanks as Sky's halberd pierced it from the side. Cardin's teammate flung the beast to the ground, twirling his weapon around to bring it down on the Beowolf's throat, decapitating it in one blow. Scarcely had it begun to fade did he dash away to help someone else.

"We will. Are _you_ okay?" Weiss asked, clearly speaking into her scroll. Honey rose nearby, rushing over to rejoin her, but Lilly ignored her partner for the moment to figure out what was going on with Weiss, who looked rather concerned as she and Ruby listened to someone on her scroll. A muffled scream of pain broke off suddenly as the call ended. "Jaune? Jaune!"

"What was that?" Lilly asked as Weiss tucked her scroll away. "Is Jaune alright?"

"I don't know," Weiss admitted, though her face made it clear she believed he wasn't. "He said we need to save Pyrrha. Something about her fighting on top of the tower."

"That's not good," Lilly bluntly stated, looking back to the ruined mess the wyvern had left behind.

"That's what I was trying to tell you!" Honey shouted angrily, sweating lightly. "Pyrrha went to face Cinder alone, but Cinder's too strong. She told me to find Randi, but there's no time! We need to help her!"

"She's up there alone?" Ruby gasped, staring at the tower as if it would yield some sort of answer.

"What about Ozpin?" Lilly asked. Surely the Headmaster could handle someone their age. Or, well, close to their age. Maybe. _They claimed to be first-years, but who's to say they didn't lie about that too?_ You could hardly trust the word of a mass-murdering psycho, after all.

"He's…" Honey hesitated, tensing up at the mention of their Headmaster for some reason. "He…stayed behind to fight her, b-but he…he…"

"What, Honey? What happened to Ozpin?"

"She killed him!" Honey finally answered, eyes watery as she announced the death of their Headmaster.

"W-what? No. He can't…" Lilly couldn't believe Ozpin would die so easily, but what if he did? What if Cinder really _had_ slain their Headmaster? _How strong is Cinder?_ Pretty strong, if she was able to take on Ozpin directly. If she could manage that, then what hope did Pyrrha have?

None.

 _What do we do?_ Pyrrha needed help, but Randi and Blake were still missing. On top of that, they still needed to keep the docks safe until reinforcements arrived. They were already low on fighters as it was, especially with a new round of injuries from the wyvern's tower-bombing of their group. Getting to Pyrrha would be hard enough, but that meant giving up a handful of able bodies.

"I'll go," Ruby resolutely declared, eyes hardened with determination.

"Ruby, you can't!" Honey protested. "There's too many Grimm, and Cinder is too strong!"

"That's why she won't be going alone," Weiss countered, stepping up beside her leader. "Look after everyone. We'll be back." Weiss tossed her scroll to Lilly. "The shuttles should be here soon. They're already patched into my scroll."

"What? I can't coordinate everyone like you!" Weiss had been a sort of de facto commander of their forces since landing, organizing teams, forming battle lines, coordinating with the reinforcements – it was all too much for Lilly! _I have enough trouble keeping track of my team._

"You'll be fine," Weiss assured her. "I've already done most of the heavy lifting. Besides, you're _far_ more capable than you give yourself credit. I believe in you, Lilly."

Funny how any sort of praise from Weiss would've had her over the moon less than a year ago. Back then, she'd seen Weiss as some untouchable figure – so high above her that she'd be lucky just to grace her presence someday. Now, Weiss saw her as an equal…no, as a trusted friend.

"You got this, Lilly!" Ruby cheered as she prepared to rush off.

"Wait!" Lilly's shout froze Ruby in her tracks, the young girl nearly falling over in the process. "Honey's right. It's too dangerous." Ruby made to protest, but Lilly ignored her as her eyes sought a familiar pair. "Ren! Nora! Go with them!"

"Where we goin'?" Nora hummed as she joined them without hesitation.

"Jaune's safe, but Pyrrha needs help." The simple explanation both relieved and energized the bouncy girl. "She on top of the tower. Ruby and Weiss are gonna go rescue her, but they need your help."

"Aye aye, Captain Lilly!" Nora shouted with a goofy salute. Lilly thought about reminding her how serious this was, but the way Nora brandished her warhammer reassured her.

"We'll clear you a path for the start, but you'll be on your own after that." Ruby nodded in understanding as their rescue team doubled in size. "Get Pyrrha and get back safe. All of you."

"Let's go!" Ruby ordered, leading the charge past the front lines as she shot ahead, tearing down a Beowolf that dared stand in their way.

"Coco!" The older girl looked over as Lilly's shouted. She'd been placed in charge of the ranged fighters, commanding a mixture of students and soldiers to rain death upon the Grimm. "Give cover fire to Ruby! Clear a path!"

Coco smiled viciously in return, then barked a quick order to those around her as her minigun swiveled to follow the team. As others turned to aim, her giant weapon spun up, tearing through countless Grimm in front of Ruby's squad. A giant Deathstalker _exploded_ as the rounds tore through its body before it could charge the group.

"Everyone else, hold the line!" With their ranged support entirely focused on the center, the sides would be exposed. "Cardinal, Bronze, reinforce the right flank. Sun, Auburn, take the left." The roaming melee fighters of the four teams quickly rushed to their assigned areas, bolstering the line before the Grimm could take advantage of their openings.

Ruby pushed onward, dashing away without any opposition as the Grimm fell beneath the relentless fire of Coco's forces. As they raced ever farther, shots begin to falter, missing their mark as the range increased until only May and a few others could provide any support whatsoever. Those that couldn't reliably aim that far focused on the nearest Grimm once more.

"Good luck," Lilly whispered before turning her attention back to the defenders around her. _Hold on, Pyrrha. Help's on the way._

/- - - - - - - - - -/

Smit charged Cinder's exposed back as her swords locked against Pyrrha's shield. His enflamed fist rocketed for her, but never connected as he ducked back, narrowly missing the blade that lashed out at his approach.

 _I can't even get close to her,_ he worried, hurling a fireball. Cinder deflected it with the flat of her sword as Pyrrha shoved her back, both hands braced behind her shield as she stood weaponless. If their chances of winning had been slim before, facing the blackened blades of Cinder with no real weapons didn't help.

Smit dove to the side as Cinder swept towards him, using the momentum from Pyrrha's repulsion to change targets without warning. He avoided the blades, but was sent reeling as her stilettoed foot crashed into his side. He ached from several such blows already, aura still hanging on but dwindling more and more. _Not sure how much longer I can keep this up._

Cinder had returned to attacking Pyrrha already, leaving Smit to wonder how he could actually help as he picked himself up off the floor once more. _We need some sort of weapon._ He eyed the broken pieces _Mil_ _ó_ on the floor, but the twisted metal fragments were nothing but jagged shards at this point. Getting in close enough to use them would be troublesome. _I need something bigger._ He smiled as he finally spotted something useful.

Cinder spun to block Smit's incoming strike, only for her eyes to widen as the large, metallic leg of Ozpin's desk hurtled for her face. She brought up both blades to intercept, but the heavy object proved too much. With all of Smit's strength behind it, plus some added power from Pyrrha's Semblance based on the dark glow, the improvised club smashed her swords to dust.

 _Booyah._ Smit grinned as Cinder stumbled from the blow. _No more swords for you, missy._ She'd have to face them on equal footing now – unarmed against a champion and a brawler. _Whatcha gonna do now, Cindy?_ Smit mocked as Cinder raised an empty had toward him.

It was at that moment Smit recalled she still had a bunch of crazy, magical powers.

"Dang it!" Smit dove for cover, only to realize there wasn't any left. The dragon had done a real number on the place, snapping the columns off near their bases with ease. He felt something hot hit his leg, spinning him through the air as he slid across the floor. He tried to scramble away from her next attack, but couldn't get his footing among the loose glass and rubble coating that side of the tower. Resigned to his fate, he braced himself for the oncoming pain.

It never came. Instead, Cinder flew to the side as the rest of Ozpin's desk tackled her to the ground. Smit glanced to Pyrrha, who was busy slamming the floating desk up and down, trying to crush Cinder with her oversized flyswatter. On the third blow, Cinder blasted the possessed furniture away, sending it reeling off the side of the topless tower. Smit charged in while she was distracted.

Smit's right hook caught Cinder's jaw, whipping her head to the side for a moment as Smit tried to capitalize on the rare opening. A jab to her stomach kept her staggered, bending her forward as her face raced down to meet his flaming uppercut. The pained grunt she let out as the blow flipped her backwards was music to his ears. He pressed the advantage, following her somersault to continue the beating once she hit the ground.

Which left him unprepared as she came to a stop midair, eyes burning fiercely as they focused down on him. _Oh yeah. Flying. Forgot about that._ Cinder cruelly reminded him as her foot reared back, then launched him back once more. He'd hardly hit the floor when a sudden heat struck his back, propelling him even faster toward the rapidly approaching edge of the tower. His hands shot out, trying desperately to find something to latch onto. Broken glass bit into his palms, which only escaped a nasty shredding thanks to his rapidly vanishing aura. Even so, the friction of his palms against the floor slowed him.

But not enough.

Gravity threatened to take him out of the fight entirely as he slid through what had once been a window. His outstretched arm managed to catch the remnant of the structure around the foreboding opening, spinning him so that his feet kicked at the air. Thankfully, his grip held, but dangling from the tower by one hand didn't bode well. He swung his other arm up to grab the ledge, breathing a sigh of relief. _Don't look down. Don't look down. Don't look down._

He looked down.

Smit wasn't afraid of heights or anything, but seeing what looked like a several hundred foot drop below made cowards of all men. A landing strategy was all well and good, but at that height and with limited aura left, he didn't fancy his chances of not becoming a stain on the courtyard below. If that wasn't enough, the flying Grimm that circled the tower from time to time promised an eventful fall. Smit strained to pull himself back up to the tower, legs kicking uselessly as they sought any sort of purchase to help him.

He crested the tower's edge just in time to watch Pyrrha dodge and weave between blasts of fire from the angry, floating Cinder in the middle of the room. Small patches of fire lingered wherever she aimed. A quick pair of shots forced Pyrrha to the right, which left her no choice but to brace against her shield as the third attack capitalized on the opening. Pyrrha slid back, disappearing behind a wall of flames left behind by the small explosion.

 _Gotta get back in there_ , he thought as he finally hooked a leg over and rolled onto the floor. Together, they'd barely survived thus far. He didn't fancy leaving Pyrrha to solo the madwoman. His muscles begged him to stay down a little longer, but Smit ignored their pleas as he rose once more, hurling another fireball without aiming. It still sailed near Cinder's head, distracting the woman as she instinctively drifted away from it. The frown she wore as she glanced at her still-standing attacker proved all the motivation Smit needed to fight on.

Seeing his exhaustion, Cinder tried for the easy finish as a fresh column of fire raced for his face. His legs moaned as he dodged to the side, adrenaline having briefly worn off during his pull-up. He wanted nothing more than to go back to his room and take a nap, but that would have to wait. _Save Beacon first, then take a nap._ His body reluctantly agreed for the time being.

Cinder's focus on him ended abruptly as Pyrrha hurled _Akoúo̱_ , the bronze shield splitting her flames as it spun toward her side. She batted it away casually with the back of her arm, smiling at the futility of their attacks. To her, it must've seemed like the writing was on the wall at that point. Or, well, the open air where the wall had been a few minutes ago. Smit lost his footing as the floor seemed to shift. He watched in awe as the ruined, metal gears from the destroyed clock tower rose up like some kind of creepy army to surround Cinder in the air. Cinder noticed them a moment later, shocked by Pyrrha's new ploy.

Lacking any weapon and having just thrown her shield into the abyss, Pyrrha had decided to turn the entire battlefield into her own arsenal. Smit could see the strain on Pyrrha's face as the gears – each taller than her and likely weighing several hundred pounds – floated around her target. Cinder didn't know which one would charge first, forcing her to attack them blindly.

She never got the chance as Pyrrha sliced her arm through the air, delivering the first blow. While Cinder watched the gears, _Akoúo̱_ shot back through the air to knock Cinder's feet out from under her. She had no time to recover as the first of Pyrrha's new weapons descended, _slamming_ into her gut as it drove her to the ground in a burst of debris. _Akoúo̱_ returned to her grip as she clenched her outstretched fist, reminding Smit of countless scenes in his comics.

Seeing it in real life was _way_ cooler.

With Cinder pinned to the floor, the rest of the mechanical missiles descended on the vile woman, encasing her in a strange, metallic tomb. Even so, Pyrrha wasn't taking any chances, pulling her fist down as the gears began to warp against one another, crushing together in a shrieking pile of death as their full weight bore down on Cinder. Once her aura faltered, there wouldn't be any trace of the murderous maniac.

A bright glow peeking through the gaps of the dogpile caught Smit's eye. _Oh, for the love of…_ "Pyrrha, watch out!" Smit raced over to Pyrrha's side, but didn't quite make it.

There was a second of silence as all the air seemed to be sucked into the middle of the platform at once, before a deafening boom blasted the gears apart. Their metal army turned on them in an instant. Pyrrha managed to bring her shield up before one struck her, but the sheer force threw her back, a red light washing over her as her aura finally gave. Smit ducked as one threatened to take his head off, but couldn't avoid the one that crashed into his right leg.

Much like Pyrrha, his aura faltered, finally giving out from the massive blow. Unlike her, however, there was no shield to hide behind.

The flying gear won, a sickening crack dropping him to the ground as his lower leg bent sharply. The shock hit him a second later, ripping a scream of agony from his throat as he clutched at his leg, only to grow louder as he came in contact with the broken point. Without thinking, he tried to push himself up, only to fall over, writhing as the lifeless extremity dragged across the floor.

His howl of pain drew two sets of eyes to him. Pyrrha managed to rise to one knee a few feet from him, even as Cinder drew her hands back, a black bow and arrow springing to life as she did. Aura broken and in too much pain to move, he made a tempting target. As Cinder prepared to release her shot, Pyrrha jumped to her feet, teeth clenched from her injuries but unwilling to give in yet.

With a desperate lunge, Pyrrha hurled _Akoúo̱_ at Cinder, hoping to break her bow the way Smit had shattered her swords. Rather than worry about that, though, Cinder let the arrow fly. Through tears of pain, Smit saw the arrow collide with _Akoúo̱_ 's hardened edge, smashing it to pieces as her shield zeroed in on the unprotected Cinder.

Smit couldn't believe his eyes as the tiny bits of the arrow began to reform beyond _Akoúo̱_ , carrying on as if nothing happened. It dipped low, and for a second, Smit hoped the collision had at least slowed it enough to miss.

It didn't miss.

"Ah!" Pyrrha cried out as the arrow pierced her ankle. The cruel barb poked out the other side, having slipped in just beneath Pyrrha's armor to puncture the much less resilient boot. The pain put Pyrrha on all fours, gasping for air as she tried to rise once more. As soon as she put weight on her right leg, however, Pyrrha fell over with another agonized groan. Neither of them were in any shape to continue.

And Cinder knew it.

"It's unfortunate you were promised a power that was never truly yours," Cinder lectured as she walked calmly around Pyrrha, kneeling in front of her with empty hands. Cinder reached down, gently raising Pyrrha's face to look at her. "But take comfort in knowing that _I_ will use it in ways you could never have imagined."

Despite her pain, Pyrrha pulled back, rising to her knees to face Cinder defiantly. Smit couldn't imagine what she had planned, but hoped it would be enough to push Cinder away…preferably off the tower, as they wouldn't be escaping anytime soon.

Instead, Pyrrha asked a simple question. "Do you believe in destiny?"

"Yes," Cinder answered quickly, rising to her feet.

Movies always made a big deal about final words and all, but Smit had always been better with his fists than his words. He hissed as flames engulfed his hand once more, more from the sharp pain in his leg than the familiar sting in his hand – hardly noticeable compared to the more pressing matter in his broken limb. Balancing himself on his other arm, Smit hurled the solitary ball of fire at Cinder, close enough that it would be hard to miss.

The flaming orb struck Cinder's shoulder, but she seemed more annoyed than hurt by the attack as she glared down at the one who'd ruined her moment of triumph. "You, on the other hand, I have grown tired of." Cinder walked over before he could try another attack. The moment his hand sparked to life, she stomped down on his injured leg. His flame snuffed out as he unleashed a bloodcurdling scream, falling on his face as pain rocketed up his body. "Your determination is admirable," Cinder kicked him in the stomach, but he barely felt it over her previous blow, "but pointless. In the end, all you did was waste my time. How…disappointing."

Cinder calmly turned as she uttered the insult, walking a few paces away as Pyrrha dragged herself closer to him. The tower shook as the dragon returned, slowing to a stop as it gripped the side of the building with its massive claws. The monstrous head hovered behind Cinder, watching the drama below it unfold. The hulking face only served to further cement their doom.

"How does it feel, Smit?" _Frankly, it felt awful._ The pain began to lessen, leaving him cold and out of breath as his vision blurred. Despite the relief from his leg, he knew this wasn't a good sign. "How does it feel to know you died a meaningless death?" His breathing turned into short gulps of air as sweat began to pool across his forehead. "I gave you the chance to leave – to find your friends and survive. In the end, you couldn't save anyone. Not even yourself."

"I'd do it again!" Smit yelled. His voice sounded distant, and he had the feeling he was far louder than he needed to be, but didn't care. He spat to the side. "I'd never leave a friend behind! I couldn't live with myself knowing I'd left her to die!"

"Now, you won't live at all," Cinder chuckled, bow materializing in her hands once more as she aimed at them both from a few paces away. "You know, I really _had_ planned to let your friends go, but not anymore." Her eyes stared directly into Smit's, flames growing around the edges of his vision as she spoke. Not her flames, though. These were far more familiar. "Now, they must pay for your insolence. I will hunt down each and every one of them when I'm done here. They'll curse your name with their dying breaths." The flames vanished as Cinder regained her composure. "Shame you won't be around to hear it. Now, which one dies first? The boy who didn't know when to quit?" Her bow tilted to the side to aim at Pyrrha. "Or the girl who dared to take what's mine?"

Smit's eyes widened as Cinder smiled, slowly releasing the arrow. With the last of his strength, Smit threw himself forward, even as the cruel point sailed toward them.

Someone screamed.

A flash of red, then blinding light.

And finally, darkness.

/- - - - - - - - - -/

"That's it, everybody on board!" Professor Port commanded as he and Doctor Oobleck stepped off of a newly-arrived shuttle. "This is a mandatory evacuation!" Several soldiers rushed past, escorting medical teams to assess the wounded before loading them onto a specialized shuttle to the side.

"A safe zone has been established in Vale. Please, remain calm, and listen to Atlas personnel." Doctor Oobleck adjusted his glasses as he surveyed the crowd. He kept up a brave façade, but Lilly didn't miss how his eyes lingered on the injured students, or how tight his lips were drawn.

The Grimm had become more manageable once the wyvern had taken to the Tower. With the large distance between them and the spawning Grimm, most of the beasts fell before they ever reached the defensive line of students, felled by the numerous ranged attacks that originated behind the front line. Thanks to Yang's supply run, they had more than enough ammunition to hold out. Nora had been pretty upset about the change in tactics as she watched people like Ruby take down Grimm well before they got within range of _Magnhild_ 's grenades.

Admittedly, it was a little scary seeing how excited Nora got when an Atlas soldier offered her a spare rifle. Nora acclimated to it far faster than expected and was soon taking lessons from Ruby, the two somehow turning the Grimm Apocalypse into shooting practice. Despite how much fun Nora was having mowing down Grimm from long range, Lilly doubted she'd be trading in _Magnhild_ for a rifle anytime soon. As much as Nora seemed to enjoy the new game, getting to charge into the Grimm horde with her trusty hammer proved far more thrilling in the end.

"Sir, we can't leave yet," Lilly told Doctor Oobleck as he directed various groups to the remaining shuttles, even as another could be seen drawing closer in the distance. "Randi, Yang, and Blake aren't back yet."

"Are you saying they are out there alone?" Port asked, already readying his weapon to lead a charge into the oncoming Grimm.

"We lost contact with a squad near the cafeteria. They went to find them, but we haven't heard back yet." A fact that kept worrying her as the minutes stretched on without an update. "We also have a team at the tower."

"Miss Azura, have your teams do a quick head count," Oobleck instructed as he quickly looked around, likely trying to spot his students. "Peter, gather a team and go check the cafeteria. Let me know the instant you find them."

Port nodded in agreement, then snatched the first student he recognized. Cardin's mace shook with anxious energy as he received instructions from the rotund teacher, eager to get back into the action.

"We have reinforcements on the way!" Oobleck advised everyone. "Those of you with missing teammates may stay until we have brought them back, but I must insist that everyone else prepare to depart." Oobleck lowered his voice as he turned back to Lilly. "You and your team can wait for the last shuttle, but after that, I need you–"

They all froze as the tower shone with a brilliant, white light. It grew more intense, blocking half the tower and the wyvern perched on the side from view before it faded suddenly, vanishing before any of them really knew what had happened. For a brief moment, Lilly had hoped for a miracle, but she could clearly see the wyvern once more, unmoved from its spot astride the tower. _Would've been nice._

"Well, that was unexpected," Oobleck commented as he turned back to her and the bustle of activity resumed. "Peter will find your friends, but I cannot leave everyone here to check the tower as well. If more Huntsmen arrive soon, I'll put together a team. Otherwise, we'll have to wait until Peter gets back with…oh my."

Oobleck's eyes were fixed somewhere beyond Lilly. She turned to follow his gaze, but couldn't see past Port and his quartet of armored teens as they prepared to depart. She tried standing on her toes, but couldn't reach the height of the tall professor… _doctor_ behind her. "Doctor Oobleck, is something wrong?"

The question snapped Oobleck out of his trance. He looked at her with clear concern, but rather than answer, he addressed Port. "Peter, hold on a minute. I may need to send you to the tower instead."

"Ah, a real challenge!" Port cheered enthusiastically until he saw the look on his colleague's face. Suddenly, the absurd teacher became deadly serious. "Barty?"

"What about Randi?" Lilly asked, fully aware that the change meant no one was going to the cafeteria. Considering he had been explaining his reasoning for leaving the tower alone only a few seconds ago, the sudden change was concerning.

With a deep breath, Doctor Oobleck looked down to Lilly. The way he stooped to minimize their height difference put Lilly on edge. Adults only did that when they had bad news. "Miss Azura, I need you to be strong. Not for me, but for your team." Lilly tensed under those frightening words as Oobleck gripped her shoulder, giving her what he probably thought was a reassuring squeeze.

Lilly couldn't speak, gulping as Oobleck let out a defeated sigh and slowly turned her around. CRDL parted solemnly, revealing a glimpse of a familiar trio of colors. She couldn't see them fully yet, but it was hard to miss the black, silver, and yellow combination of outfits peeking through the parting line of students. The moment she caught sight of them, she made to rush forward in excitement…until she caught sight of Yang's face.

Yang was fixated on her already as they approached. She'd seen her friend cry plenty of times – even been the cause once or twice – but never with so much pity. Her heart sank as the rest of the procession came into view.

Blake limped along uncertainly, a nasty wound in her side that had slowly stained her outfit red. Even now, she clutched at her side, keeping pressure on the wound to stifle the flow of blood. Unlike Yang, she kept her face pointed down, though Lilly could see her occasionally steal glances in her direction.

Supported between them, though, hung Randi. The proud girl's feet dragged lifelessly across the ground as Yang and Blake bore her weight. Randi's armor looked like it had been through a shredder. Every inch seemed to be scratched, while some areas had been torn clean open. A few pieces had fallen away entirely. Her head slumped limply toward the ground, her signature helmet nowhere to be seen. Worse, she looked paler than usual, likely as a result of the crusty, reddened trail that led down from a gash near the girl's stomach.

"Get a medic over here!" Oobleck commanded, waving at a medical team as he surged forward to relieve Blake of her load. Port did the same for Yang, the two professors gently lowering Randi to the ground as Lilly watched in disbelief. Her feet unconsciously carried her forward to her downed teammate. Blake had all but collapsed the moment Oobleck took her spot, but Yang quickly cut Lilly off, wrapping her in a tight hug before she could get any closer.

"Let me go!" Lilly shouted, fighting against her friend. Yang's grip only tightened as a medic began to inspect her teammate beyond her reach. "Randi!" Still, she couldn't escape her surprisingly uninjured friend's grasp. _Randi and Blake are hurt, but not you? Why not? First you let them get hurt, and now you're keeping me away from her?_ Her fury turned on Yang in a flash. She slammed her fist against Yang's back as best she could, but couldn't deliver a solid strike like she wanted. "Why didn't you save her? Why'd you let her get hurt!"

Yang refused to budge, even as Lilly kicked at her legs and slapped uselessly at the taller girl's back. Lilly twisted and writhed against the hold, but Yang bore through it all silently. Lilly continued fighting back, hurling accusations and screaming to be released, even trying to reach for _Brevis_ to blast her way free.

"I'm sorry," Yang choked out. Lilly suddenly felt the dampness on her shoulder where Yang had buried her face. Her fury burned itself out as Yang sobbed into her. Where she'd felt so immovable a moment ago, Yang looked more vulnerable than ever. "I'm so sorry. I tried. I c-couldn't…" Her words were swallowed up as Yang began to shake, holding on more for support than to constrain her further. Lilly caught her before she could fall, rage replaced with an empty sorrow.

"She's alive!" Oobleck announced, looking to Lilly to make sure she heard.

"Yang…what happened?" Lilly asked, fighting to be heard as her throat constricted painfully.

"She saved us," Blake answered, wincing as she sat up.

"But who–"

"Adam," Blake answered, looking back toward the cafeteria. "He…he came for me, but Randi…"

"Randi kept her safe," Yang continued for her partner. "Then, she protected me. She did everything she could to hold him off, but he was too much."

"How did you escape?" If this Adam guy was powerful enough to nearly kill Randi and beat them back, she doubted he'd just rough them up and let them go. He was clearly out for blood.

"Ra–" Yang stopped herself. "Someone stronger stopped him."

"You left them behind?"

"No." Yang's glanced back, as if she could see the mysterious person. "She's the one that left."

Lilly slowly peeled Yang off her and timidly approached Randi. Honey had slipped by while they were talking and knelt beside Randi, holding the unconscious girl's hand. One of the medics worked furiously, injecting something into Randi's exposed arm after sealing up the wound in her stomach. Lilly's lunch threatened to come up at the sight of Randi's face, but she forced herself to look away to the second medic, who began filling her in on Randi's condition.

"She's alive, but only just," the medic informed her, face showing signs of exhaustion. "She's suffered a severe cut to her face, as well a gunshot wound to the stomach. Blood loss is the main concern right now. We need to get her to a hospital immediately." So saying, he stood as a stretcher was carried over and placed beside Randi.

"I'm coming with her," Lilly insisted as they carefully lifted her teammate onto the stretcher and raised her off the ground.

"Only patients and medical personnel are allowed onboard," the medic informed her, bracing for the inevitable complaints.

"But that's my teammate!" Lilly shouted, making to step past – or through, if needs be – the man who dared impede her duty as team leader.

"I'm sorry, miss, but we need every inch if we're gonna keep her stable." He refused to step aside, holding an arm out when she tried to go around him to follow Randi to the shuttle. "We're taking her to Vale General. You're welcome to check in there, but I cannot let you on our shuttle."

"But–"

"It's okay, Lilly," Blake told her, resting a hand on her arm as she stepped forward. "I'll make sure she gets there safely." When the medic made to repeat his orders, Blake removed the blood-soaked hand over her injury. "You got room for one more?"

"Climb aboard," the medic relented, "but stay out of the way. We're doing everything we can to keep her alive."

"I'll keep to the back," Blake assured him, earning a quick nod of gratitude. Before Blake left for the shuttle, she turned to Lilly. "Keep an eye on my team, Lilly."

"I will." Lilly relaxed a little now that she knew someone would be watching over Randi. She trusted the medics to do their job, but it still helped having someone she knew involved. She'd have to make her way to the hospital when they evacuated. _Maybe I can find Bianca and get her to help me find Randi._

"It'll be okay," Honey assured her. "We'll go see Randi once this is over."

"I know. I'm just worried." Randi was the strongest on their team. She'd never imagined the girl getting hurt. Worse, now she had to tell Smit what happened. _As soon as I find him._ "Honey, did you happen to see Smit on your way back?"

"Smit? No. Wasn't he with you?"

"I lost track of him during all the fighting. Thought he might've gone after you or something." That sounded like Smit, after all. He cared so much for their team, that it wasn't hard to imagine him running off to make sure Honey was safe. Which meant telling him that his partner wasn't would be devastating to him. _He'll probably blame himself for not helping her. I'll have to watch out for that. Once I find him, that is._

There weren't that many places he could be. He hadn't gone to the cafeteria, or Yang would've seen him. If Honey said he wasn't at the tower, either, then he must've reinforced another section of the line. It was hard to keep track of everyone, so if he joined one of the far edges, she'd probably lost him in the mass of bodies. _No way he went back to the city. Not after how hard he worked to get here._

"You wouldn't know where Smit went, do you?" Lilly asked Yang.

"No clue. You seen Ruby around? She's not answering her scroll."

 _Oh yeah. She wasn't here._ In her panic about Randi, she'd forgotten that Yang now stood alone. Her concern for her sister was painfully obvious. "Pyrrha's fighting Cinder on the tower. Ruby went to help."

"Alone?" Yang demanded angrily. "Are you crazy?"

"I wouldn't let her do something _that_ foolish." If Cinder was as strong as Honey claimed, then facing her alone was foolish. Maybe even suicidal. "Weiss, Ren, and Nora went with her."

That seemed to calm Yang a little. Yang often worried about Ruby. The young girl was a bit too much of an idealist, willing to accept any risk for a chance to help someone. Weiss, on the other hand, had much more self-control. She wouldn't let her leader rush in blindly to a dangerous situation. Plus, with Ren and Nora for protection, they'd be fine.

"Thanks, Lilly. For a second there–" Yang stopped short as her scroll rang. "Finally. Ruby! Are you o…oh, hey Weiss. Where's Ruby?" A few seconds passed as Lilly waited for details, but whatever Weiss said must've been bad. "What? What happened? Is she okay?" More painful silence as they were left to guess at what Yang was hearing. "Thank goodness. Blake is hurt, but she'll be okay. Randi…Randi's not doing so great. They just took them both to the hospital. Get yourselves back here. We're pulling ou–" Weiss apparently interrupted Yang, but her relief assured Lilly that Ruby was okay, at least. "Alright, I'll tell her. Stay safe." Yang ended the call.

"Well?" Lilly asked, eager for an update. The news sounded good, based on Yang's tone, but she needed answers. "Are they okay?"

"They're fine," Yang assured her. "Pyrrha's hurt, but alive. Ruby… _did_ something. Not really sure what, but it saved Pyrrha. Whatever she did, it left Ruby unconscious, but Weiss assures me she's fine. Cinder fled and the dragon-thing seems to be…frozen? That part wasn't really clear." Yang scratched her head in confusion. "Weiss said she wanted to talk to you, though. Sounded urgent, but she wouldn't say why."

"Huh? Wonder what that's about." Sure, Pyrrha being hurt and Ruby managing to knock herself out were bad, but other than that, the news sounded great! Cinder was beaten. The wyvern, which Lilly now noticed hadn't moved since that flash of light – _was that Ruby's doing?_ – had apparently been stunned or something. In fact, now that Lilly looked, there weren't any Grimm nearby. Whatever happened, the wyvern had stopped dropping Grimm into the school entirely. On top of that, all five of them had escaped and would be back soon. All that was left was to find Smit and get out of there.

Her mind raced with possibilities. _Is Pyrrha as hurt as Randi? Maybe Weiss didn't want to let on how bad Ruby is. Are Ren and Nora okay?_ Whatever the case, Lilly had the sense it wouldn't be good. _And why me?_ They were friends, but something mission related would be better shared with their team, not to the leader of their neighbors. It just didn't add up.

Which made Lilly even more anxious.

"There she is!" Yang excitedly cheered as Weiss hurried out of the tower and ran across the courtyard. The fact she could keep up such a pace in heels was impressive. As Weiss noticed them and raced over, Yang asked, "Everything alright, Weiss?"

"Give me a minute," Weiss panted, propping a hand against Yang's shoulder as she greedily gulped down air. The lack of the rest of her rescue operation seemed odd, but if Ruby and Pyrrha were hurt, then it made sense they couldn't keep up with Weiss. _Then again, why'd she need to ditch them in the first place._ Whatever she needed to tell them must've been pretty important. Worrisomely so.

"Weiss, what's wrong?" Weiss snapped to attention at the sound of Lilly's voice, taking a deep breath as her wide eyes looked to Lilly for a second, then trailed away. "Yang said Pyrrha was hurt. How bad is it?"

"She'll be fine," Weiss assured her, but her voice sounded a little strained, and not just from the running. "Her ankle's pretty messed up, but that's not important." _Not important? She's the whole reason you went up there!_

"Okay…" Lilly hesitantly replied, already on edge about whatever Weiss wanted to talk to her about. "So, what happened?"

"We were in a hurry, but ran into some Grimm near the tower." That much Lilly already knew, but that was the reason she'd sent Ren and Nora with them. Well, that, and because they should be involved with helping their teammate. "There wasn't enough time, so I gave Ruby a path to the top of the tower."

"You sent her up there _alone_?"

"You did _what_?" Yang suddenly growled. _Oops. Guess Weiss didn't tell Yang that part._ Probably a good idea, given Yang's protective nature.

"Let me finish!" Weiss snapped, breathing heavily. "Whatever Ruby did, Pyrrha says it stopped Cinder. Even did something to that wyvern. We were able to get them both out. They'll be here soon, but…"

"But what?"

Weiss hesitated, trying to figure out how to tell Lilly whatever she'd called about. Hesitantly, Weiss continued, "Ruby stopped Cinder, but she…she was too late."

"Too late? What do you mean, too late?" Was Pyrrha's injury worse than Weiss let on? "She saved Pyrrha. Sounds to me like she was just in time."

"Pyrrha…Pyrrha wasn't alone."

"But Honey said she went by herself. Who else could've–" A sudden, sickening thought hit her. "Weiss?"

Weiss saw the dawning realization, but couldn't bring herself to answer.

"Weiss? Wh-who was up there with her?" Lilly's breathing became heavier as her hands began to shake. Part of her already knew the answer, but she refused to believe it. _No. It wasn't him. No way. Someone else went up there. Maybe someone I don't even know._

But then why tell her?

"Lilly, I'm sorry," Weiss sighed, knowing there was nothing she could say to soften the blow. Lilly took a step back, her foot nearly faltering as she tried to deny what was coming. "I'm not sure how he got there, but Smit fought Cinder too. Pyrrha says he saved her life, but…he…"

"No," Honey gasped from beside her. Despite her own grief, Honey looked to Lilly in concern.

"W-Weiss, where's Smit?" Weiss pursed her lips, unwilling or unable to answer that question. Lilly turned to Yang instead, despite her being just as in the dark on details. "Tell me he's okay." Yang rubbed her own arm as she ducked her head a little. She sought out Honey, only to find her partner actively shrinking in place. "He has to be okay! He has to be!" Still no one would answer her, even as she returned to Weiss, a steady stream of tears running down her cheeks.

Lilly yanked out her scroll, only to toss it aside as she realized she was looking at Weiss's. No one made a move to catch the device as it plummeted to the hard ground, cracking the screen. She frantically pulled her own out, trying not to look at the background photo of her and Smit on the Ferris Wheel only days ago as she opened the team aura tracker. It took a few agonizing seconds to load. _How did I not check this sooner?_ In all the chaos of the fight, she'd forgotten Goodwitch's training. To be fair, killer robots and Grimm wyverns hadn't been covered in those lessons.

Her eyes shot to the bottom of the screen as the app came up. Randi's picture flashed beside an empty bar, but she already knew that. She wouldn't have suffered so many injuries if her aura had held up. Her eyes briefly froze on the image, however, unwilling to move up to the teammate in question.

"He fought well, Lilly, but…it wasn't enough."

Lilly's scroll toppled from her hand as she spied the smiling photo of Smit. The aura meter stood empty, but his image didn't flash like Randi's did. Instead, his photo was darkened, further confirming her worst fears.

"No," Lilly gasped. There had to be a mistake. Weiss was lying. The aura app had malfunctioned. Smit would pop up any second, cracking some lame joke as he defied the odds. She'd beat him within an inch of his life for making her worry, then they'd go see Randi. Everything would be fine.

Except it wasn't. She knew the truth, but refused to accept it. Her breathing quickened, bordering on hyperventilating as she stared ahead, not really seeing anything as images flashed through her mind. Their dance. Smit telling her how he felt. Their embrace in the park. His goofy grin when she kissed his cheek. Little memories trickled in, then vanished before she could hold onto them. She felt the soft touch of her partner's hand as Honey reached out to console her, but she snatched her shoulder away, bowling through an unprepared Weiss as she rushed for the tower.

Yang called out her name, but Lilly steadfastly ignored it. _They're wrong. They have to be._ She and Smit had plans. He would come visit her during the break. Their team would rise to the top of the class before graduation. They'd travel Remnant and become legends. The two of them might even start a family together someday.

Feet pounded behind as her friends followed after her, shouting for her to stop, but she was on a mission. _I have to get to the tower. They'll see. He'll be fine._ As she neared the tower, she caught sight of the rest of Weiss's rescue team exiting. Pyrrha limped along, favoring one leg but otherwise okay. She nearly fell over at the sight of Lilly's approach, refusing to make eye contact. Ren fared better, bridal carrying Ruby, which normally would've been hilarious but lacked the same mirth at the moment. Lilly looked to him for answers, trusting the levelheaded boy to give her the truth. He shut his eyes, shaking his head sadly as he stepped aside to reveal the last member of their team.

Nora, the normally bubbly girl, stared back blankly. Lilly fell to her knees as she looked down to what she carried. She'd thought their pace a little slow, even for injuries. But the truth was far worse.

This was a funeral procession.

Nora carefully held Smit's body across her arms. His eyes stared blankly at the cold night sky, lacking the sly spark she'd come to love. Lilly reached out for him, hoping it would somehow revitalize her boyfriend, but her hand wavered when he didn't grasp it. Not knowing what to do, Nora knelt down and gently laid his body in front of her. A single hand came to rest on her shoulder, but it wasn't his, so she ignored it as her shaking hand touched his arm. She drew back at how cold he felt.

Reality harshly crashed down on her, threatening to crush her beneath its weight. The others could only watch in silence, unsure what to say as Lilly threw her arms around his cold body and wailed for him to come back to her.


	50. Epilogue

"Today's ceremony will mark one week since the tragic attack upon the citizens of Vale," the voice of Lisa Lavender solemnly intoned from the television set in the Azura house's living room. "While members of the Council insist this should be a time to celebrate Vale's resilience against such atrocities, there are few who see it that way. Some are coming to grieve those who died in the heinous attack, while more simply hope for news of their missing loved ones.

"Recovery crews are still working around the clock to sort through the rubble from last week's attack. The Council has asked residents to be patient and not approach the teams, so as not to slow their work. Updated information is posted outside the CCT tower, including what areas have been deemed safe and a list of those still missing. The populace is encouraged to alert the personnel at the tower if any information is inaccurate.

"In other news, police and protestors clashed once more over the recent extension of martial law. Three people were arrested for attacking a police officer, who suffered minor injuries as a result. Two others were hospitalized after police used tear gas to disperse the crowd. Officials say both suffered throat irritation and would be released later today. No charges are being pressed against them at this time."

The news droned on, marking the only sound in the room as Lilly sat motionless on the family couch. Her eyes vacantly stared through the continued footage of events in the city, but she hardly noticed. Much like she'd done the last few days, she'd woken up late, trudged down the hall, poured herself a bowl of cereal, and then claimed her spot on the sofa. With the CCT down, the only programs available were the local news, but it didn't matter. She'd only turned it on in the hopes of distracting herself.

It didn't.

"You need anything, dear?" her mom cautiously asked. Just another part of their daily ritual. Thankfully, the questions about if she was okay or how she was feeling had ended days ago. Lilly didn't really feel like talking about it. Her mom bore through it patiently once more, trying her best not to press the issue too much as she trusted her daughter would open up to her when the time was right. "Are you finished with that?" Lilly made no move to stop her as she carefully picked up the bowl of half-eaten cereal. "Your friends called again. Said they'll be here soon." When even that failed to garner a response, her mother finally gave up and began her retreat. "I'll be tidying up the kitchen if you need me."

Lilly felt bad for ignoring her yet again, but she just wasn't ready to talk to her yet. She'd tried once or twice, but it never ended well. The moment they brought up Smit, she'd shut down once more. It wasn't fair to her family, who only wanted to help. She swallowed, finally turning away from the TV to face the doorway her mother had vanished through.

"Mom?"

"Yes dear?" her mother nearly shouted as she shot around the corner. The desperation in the woman's eyes – a strange mixture of concern and joy at hearing her name – hurt more than Lilly cared to admit.

"Th-thanks," was all Lilly could manage at the moment. To Lilly, it wasn't enough, but her mom relaxed under that single word, knowing Lilly meant more.

With a soft smile, her mom quietly came over, sitting down beside Lilly. Her hand slowly reached out to grasp Lilly's. "You know I'll always be there for you. I know it's rough right now, but when you're ready to talk, I'll be right here waiting." Lilly leaned into her mother's side, even as the woman's arm snaked around her shoulder, giving her a gentle squeeze. "I love you, Lilly."

"I love you too, Mom," Lilly answered softly as her mother quietly left the room with a sad smile, fully aware of but uncaring for the newly wet patch on her blouse.

The news carried on with details on construction efforts, reminding people to be patient as the walls would take priority. Beacon had fallen, but the city refused to give in. With the increase in Grimm activity and loss of much of the city's security forces, the Council had encouraged new enlistments before eventually instituting a draft. That hadn't gone over well, of course, but Lilly understood their reasoning.

With that giant Grimm frozen on Beacon Tower, everyone had briefly relaxed, even mounting a recovery effort to retake the school. At least a dozen Huntsmen had gone in, only to find a Grimm horde of unspeakable numbers awaiting them. They'd managed to pull out before being overrun, but the city had declared the school off-limits for now, saying they would coordinate with the other Kingdoms down the road. With the CCT down and Atlas abandoning them, that wouldn't happen any time soon. Had the horde turned its sights on Vale rather than congregating around the tower, the city wouldn't have lasted. Luckily, the Grimm seemed drawn to the wyvern rather than the city.

Speaking of giant, frozen Grimm, Lilly still didn't know what happened that night. The most Yang would tell her was that Ruby had done "something" that defeated both the wyvern and Cinder. Considering the beast had taken on General Ironwood's flagship and triumphed, it was hard to imagine a fifteen-year-old girl vanquishing it so easily. Ruby had been left unconscious from…whatever she'd done, but woke up a few days ago. She'd finally been cleared to accept visitors, so Lilly would be going over there soon to check on the girl. Honey had messaged her last night to say she and Randi would meet at her house before heading over together.

She hadn't seen her team – what was left of them – since Randi's release from the hospital. She'd been pretty weak at the time, but the doctors assured them all she needed now was rest. Her aura had sped up the healing process greatly, but it couldn't fix everything.

A knock at the door caught Lilly's attention, but she stayed put as her mom hollered that she'd get it. Moments later, she greeted Honey and Randi – a little louder than necessary to let Lilly know they'd arrived. _Who else would it be? We don't exactly get a lot of visitors around here._ Honey quietly asked about her, but to her mother's credit, she simply directed the two into the living room rather than hold some sort of hushed conversation at the door.

"Lilly, you're friends are here to see you," her mom informed her as she led the two into the room, hovering near the entrance for a moment before slipping away once more.

"Lilly!" Honey excitedly rushed over, nearly tackling her partner in a hug.

"It's good to see you, Honey." Lilly smiled as she bore through the display. Really, it _was_ nice to have her teammates around. Even if it had only been a few days, she'd missed them more than she'd realized. As Honey finally released her, she looked to the tall, imposing Randi standing a few feet away. "You too, Randi. You doin' okay?"

"Still getting used to everything, but I'll manage." _No surprise there._ Randi, as indomitable as always, eyed Lilly for a moment, likely trying to figure out how her leader _really_ felt despite her own condition. Lilly couldn't help but glance at the black eyepatch affixed to Randi's face, hiding what was likely a gruesome wound that had cost the girl her eye. A deep scar continued out either side of the patch, marring the girl's face permanently. Lilly knew there were others, mainly on Randi's stomach. "How about you?" Despite her condition, however, Lilly wasn't at all surprised to see Randi more concerned about her than the numerous injuries she sported.

"I'm…" Lilly couldn't manage to finish the simple, reassuring lie. Good? Fine? Okay? Those were the words she wanted to say, but they couldn't be further from the truth. Instead, she took a page out of Randi's book. "I'll manage." Hoping to change the subject, she quickly turned the conversation back on Randi. "How's the new accessory?"

"Thinkin' about getting some colorful ones," Randi mused as she touched the small, black patch on her face. "Black goes with everything, but it gets kinda boring after a while. Wonder if I can find one with a plastic eyeball attached." Lilly felt a tiny laugh threaten to slip through – the first she'd felt since…well, since the attack. "Figure it'd be a great conversation starter. Then again, I'm not the only one sporting something new."

Randi's eye glanced meaningfully at Lilly's hands, which she instinctively drew back like she had something to hide. Feeling foolish a second later, Lilly stretched out her fingers, feeling the new gloves flex as she continued breaking them in. She'd never understood the point of fingerless gloves before, but these brought her a small bit of comfort. The design didn't exactly match what she'd wanted, but it was as close as she could get.

It had been a spur-of-the-moment purchase. Her mom and Violet had taken her out shopping the other day, hoping the fresh air would do her some good. Mom insisted on buying them some new clothes, but didn't know what to say when Lilly spotted the gloves. They'd hurt to look at in the store – yet another reminder of what she'd lost – but she needed _something_ to hold onto. At first, wearing them had only served as a cold reminder of reality, but she couldn't bear to take them off.

It was her way of holding onto him.

"The White Fang have issued a statement condemning the attack on Vale," the news continued, drawing all eyes to the TV at the mention of the terrorist group. "The attack was led by Adam Taurus, a violent leader within the White Fang who was at the top of the most wanted list in Atlas. Reports say he invaded Beacon Academy and slew several students before being killed. The Council refused demands from Atlas for the body, choosing rather to burn it among the countless victims of his attack. The White Fang statement insists he acted alone and has offered to send aid towards the rebuilding of the city, but many feel it is too little, too late. The Council responded yesterday, condemning the organization, both for allowing the attack and inspiring such acts of violence across Remnant."

"So, he's really dead?" Randi asked as she watched the screen, staring at a photo of the man who'd nearly killed her. Yang had told them that someone had saved them and held Adam off while they escaped, but they'd had no idea what happened afterward. "Good. Wish I knew who did it. I'd send them Remnant's biggest fruit basket."

Lilly could understand the sentiment. From what she'd been told, this Adam guy had been an absolute monster. She didn't know the members of CHLK and BLZE that well, but hearing that he'd cut them down so mercilessly, then tried to kill her friends – nearly succeeding with Randi – was more than enough reason to want the guy dead. She had no idea who managed to take him down, but it must've been a professional Huntsman to match blades with Adam. Yang wouldn't say much, but Lilly had a distinct feeling her friend knew more than she let on about their savior.

She just wished someone had been there for Smit, too.

Lilly glanced at the clock, realizing they still had over an hour until Yang expected them, but didn't feel like waiting around. She turned off the television, cutting off some report on rising dust prices. "You guys ready?" Both of her teammates nodded in unison, similarly eager to see their friends once more. "Mom, we're heading over to Yang's!" she called out as they headed for the door.

"Here, take these with you." A platter of sandwiches was shoved into her hands before she could respond. Randi stole it from her a moment later, earning a grateful grin from Lilly before she found herself swallowed in a tight hug. "Be safe."

Lilly didn't bother pointing out that Patch was about as safe as you could get right now. With school's closed for the time being, the teachers had begun taking small teams from Signal to clear out the Grimm across the island, which had begun to increase from the negativity of the nearby city. As a result, Grimm sightings had quickly plummeted well below normal levels. Lilly suspected the popularity of the hunting parties had a lot to do with everyone's desire for revenge. Violet had signed up every chance she could, including today. She'd come home two days ago claiming she'd taken down a full-grown Ursa with a partner. Lilly suspected she knew who the other person was, given how excited Violet had been. If nothing else, Signal would soon have some of the most experienced students they'd ever turned out.

"We'll be back before dinner," Lilly assured her mother.

"Tell Ruby I hope she's feeling better."

"Will do," Honey promised, distracting her mom long enough for Lilly to escape out the door. "See ya later, Misses Azura."

The trek to Yang's house wasn't a long one, but Lilly had plenty of time to notice the subtle changes to her quiet home. New houses were rapidly being constructed everywhere she looked. In the distance, the tall rooftops of a new apartment complex could be seen on the border of the town. All the extra space would be needed, as the population of the island had risen sharply. Many people had fled Vale for the safety and space of Patch, especially once the surrounding villages began to retreat to Vale under the threat of the Grimm. Some chose to flee the city entirely, but flights out of Vale were limited. Patch had become a sort of unofficial smuggling town, as every person with an aircraft or a boat snuck people out of the Kingdom in the night. No one cared to stop them, however, as there were bigger things to deal with at the moment.

What really bothered her, though, was the way the locals looked at her. The new arrivals were in the dark, but most of Patch knew by now that she'd been at Beacon during the attack. Word travelled fast on Patch. One or two had tried talking to her, but most just stared from a distance or whispered about her. She didn't want their pity.

She wanted Smit back.

Honey nudged her shoulder in silent support, even as Randi took the lead. Where Lilly had caught the occasional glance, the intimidating faunus with a missing eye was sure to be the talk of the town by nightfall. Lilly quickly found herself relegated to old news as the gossipers began crafting stories around her teammate. She doubted any of their tales would compare to the reality of who she'd fought.

Their journey ended in relative peace, the crowds vanishing as they approached the secluded Xiao-Long household. The mailbox hung open, packed with letters in bright envelopes. Lilly carefully removed them, closing the box tightly. As expected, the top envelope was addressed to Ruby, as most of them probably would be. She still had all her friends at Signal, after all.

Lilly could hear movement inside as she approached the door. A quick knock silenced the house for a moment, before steady footsteps approached. The door swung open, briefly revealing Yang before the girl shot forward.

"Lilly!" Yang exclaimed desperately, adding to Lilly's already high hug count for the day. She patted Yang's back with her free hand, careful not to drop the stack of letters as Yang finally let her go.

"I…got your mail," Lilly said, holding out the arrangement of envelopes awkwardly. In hindsight, that felt like an odd greeting.

"Oh, thanks," Yang replied, quickly snatching the pile and tossing them on a nearby table and waving them in. "Everybody's already inside." _Everybody?_ Lilly didn't realize anyone else would be there. _Maybe Weiss and Blake are here._ It would make sense for her team to be present. In fact, they'd probably been staying here since the attack to keep an eye on Ruby. A team practically counted as family, meaning they'd have access to Ruby long before everyone else.

Which left Lilly completely unprepared when the members of JNPR watched her enter rather than the other half of RWBY, who were nowhere to be seen. Jaune spared a pained smile for her, but Pyrrha looked away the moment Lilly turned to her. To his credit, Jaune noticed and slipped an arm around his partner, rubbing her arm in encouragement. No one really knew what to say, scared that the wrong word could set Lilly off. The unsettling silence that engulfed them hurt just as much.

Thankfully, Nora was much less reserved.

"It's true!" Nora excitedly cheered as she raced up to Randi. "See, Ren. I told you'd she'd have an awesome eyepatch!" Looking back to Randi, Nora excitedly proclaimed, "I always wanted a pirate friend."

The room went silent, everyone shocked by the lack of care Nora addressed the injured girl with. Yang winced, even as Ren sighed, his head drooping in despair. Lilly looked to her teammate, worried about how offended Randi would be at Nora making light of her permanent wound.

"Arrr, matey! I be that friend." Randi's response, done in what might have barely passed for a pirate accent in some b-rate movie. Even Nora seemed surprised, staring wide-eyed at Randi as the girl played along, until a chuckle broke the silence.

Another echoed it.

Soon, the entire room was laughing along at the ridiculous display. The brief tension in the room seemed to melt away as Nora made plans for the two of them to embark on a treasure hunt. Lilly took the opportunity to claim a seat next to Pyrrha, intent on forcing the girl to relax around her once more. The last thing she needed right now was yet another person acting weird around her. Instead, she wanted everyone to treat her like normal, knowing that was the only chance she'd get at getting back to normal herself. A moment later, everyone had found their seats. Randi and Honey claimed a couch with Yang, while Nora and Ren shared the aptly named loveseat.

The group slowly relaxed as things calmed back down. "You sure you're okay?" Yang asked, still a little hesitant to talk about Randi's new limitation. While Lilly didn't have the obvious, physical proof of their suffering that Randi sported, she had to imagine they were going through something similar. They just wanted some sense of normalcy.

"I'll admit, life as a cyclops has been weird."

"How so?" Randi grinned at the expected setup line.

"Flirting's a lot harder, for one. Guys can never tell when I'm winking at them now." Yang's smile threatened to split her face at the stupid joke. "It definitely takes some getting used to. Had to get used to people staring at my patch all the time, too."

Several sets of eyes shifted uneasily, keenly aware they were just as guilty. _Just like I thought._ Randi knew she was injured, so everyone reminding her about it, even accidentally, served no purpose. At best, she'd shrug it off, but the special treatment only served to rub it in her face. Lilly doubted she'd be comfortable enough to crack jokes about it if it happened to her, but the bold approach _did_ seem to help.

"Can be kind of fun, though," Randi continued, leaning forward. "Got some coffee yesterday. When the guy asked for a name, I told him it was Randi with one _eye_." Even Lilly couldn't help but laugh at the absurdity.

"You didn't!" Pyrrha giggled.

"I was there," Honey testified.

"You should've seen the look on the guy's face!"

"You're terrible!" Yang said as she shoved Randi playfully.

"Anyways, I've been staying with Honey and her mom in Vale. Pretty much adopted me already." That sounded nice. Randi didn't really have anywhere to go. Lilly had thought about talking to her parents about Randi, but with three kids already running around, it would've been a bit of a hassle. Randi's eye slowly shifted to Lilly. "She's _thinking_ about moving to Patch…"

"Really?" Lilly excitedly asked, looking to her partner.

"Randi's idea," Honey answered. "Mom's really leaning that way. I didn't want to tell you until we'd made a decision, but…surprise!"

Her team moving so close was the best news Lilly had heard all week. She felt so much more relaxed with them around. She'd gotten so used to being around them every day, that having them live nearby just made sense. If nothing else, it would be nice to have them around for support. She'd already had some rough days and knew there were plenty more ahead. With Yang busy caring for Ruby and feeling too awkward to discuss such things with her family, Lilly had no one to turn to.

But maybe that would be about to change.

Before they could discuss her team's relocation any further, the creaking of floorboards upstairs had them all turning to the stairs. Slowly, the leader of Team RWBY descended, followed closely by her father, who looked ready to scoop his daughter up and carry her but held back as best he could. Ruby smiled as she noticed everyone waiting for her.

"Ruby, you're up!" Yang surged off her seat, taking the stairs two at a time to reach her younger sister. "I got you." Yang swept an arm under Ruby's armpit, supporting the small girl's weight as she gently eased her down the remaining steps.

"Yaaaang!" Ruby whined, fighting to push her crutch away. "I can walk on my own!" True to her word, Ruby shuffled over to an empty seat, but couldn't sit down before another set of arms wrapped around her.

"I missed you, Ruby," Honey said as she held onto her first friend at Beacon.

"I missed you, too," Ruby answered, looking around the room. "All of you. I can't believe everyone's here!"

"Not everyone," Yang grumbled before reclaiming her seat. No one missed how she kept watching her sister, or how Yang shifted forward, as if to throw herself across the room at any moment. If Yang had been protective before, recent events had only made it far worse.

Ruby's eyes widened when she looked to Lilly and Pyrrha. Lilly managed a weak smile, but knew what Ruby was thinking. Much like Pyrrha, Ruby felt uneasy around her now. According to Pyrrha, Ruby had arrived just as Smit died, meaning they were the last two to see Smit alive. The severity of that moment weighed on them both. Lilly didn't blame either of them – such was reserved for Cinder alone – but she knew both of them likely blamed themselves. It was easy to wonder if there was some way they could've saved Smit. Pyrrha could've fought harder. Ruby could've gotten there faster. Little things that might've kept Smit alive.

Such thoughts led to madness.

Ruby quickly dropped into her seat, eyes pointedly avoiding Lilly's side of the room as she thanked them all for coming. "It's so nice to finally have visitors," she smiled. "Ugh! I've been cooped up in that room for days! I thought I'd go insane!" Some random realization dawned on her. "Oh! Thanks for all the letters, guys. It really helped to hear from everyone."

"Lilly brought your latest batch of fan mail in," Yang informed her, jerking a thumb to the small table in the entryway and the letters strewn across it.

"Well, you lot behave," Tai instructed as he picked through the envelopes, tossing a few ads in the trash, along with something that looked official but was probably just some credit card offer. "I'm leading one of the Grimm hunts today. Tell your mom I said thanks for lunch!" The last part was directed at Lilly as he snatched a sandwich off the platter, which Randi had deposited beside the letters.

"Good luck!"

"Stay safe!"

"Don't hurt yourself, old man!" Tai shook his head at the jab from his eldest daughter before disappearing out the door, leaving the nine of them alone. For a moment, no one spoke, unsure of how to broach the topic on everyone's mind.

"What happened to you?" Honey cut straight to the burning question. As nice as exchanging pleasantries was, no one really knew the details of what happened on the tower. Pyrrha recalled some of it, but given that she'd just watched someone dive in front of her, taking the killing blow meant for her, she'd been a little preoccupied to notice everything. Ruby would know more.

"I…I don't know, exactly." Before anyone could protest, Ruby hastily continued. "I remember what happened, but it still doesn't make a lot of sense to me. Uncle Qrow explained a little when I woke up, but there's plenty I don't understand."

"What _do_ you know?" Lilly's question lacked the amount of care she wanted, but she just _had_ to know more.

"You all have to promise to keep this secret," Ruby insisted. "You can't tell anyone." Every head nodded slowly, both in agreement and confusion. "Well…did any of you see anything weird that night?"

"You mean aside from the dragon and killer robots?" Jaune asked.

"The light," Lilly whispered to herself. When Ruby suddenly looked to her, she knew she'd hit the mark. "I saw a bright flash from the tower. It was only for a moment, but…are you saying _you_ did that?"

"I don't know the details, but Uncle Qrow says it has to do with my silver eyes." Ruby widened her eyes for emphasis, but Lilly didn't see anything special. People had all sorts of eye color. Yang's even changed from purple to red when she got mad. _What's with this family and their eyes?_ "He said…he said silver eyes were rare. Something about them being the mark of a legendary warrior or something. That I could strike down Grimm just by looking at them."

The old Lilly would've balked at the suggestion of Ruby somehow being special, but there was a frozen wyvern that begged to differ. Lilly realized she'd never seen anyone else with silver eyes. Randi and Mercury – whose eyes she'd like to gouge out – both had gray eyes. While they looked similar at first glance, Ruby's eyes were far brighter. In fact, the only other person she'd ever seen with that color was…

"Your mom had silver eyes too, didn't she?" Yang had shown Lilly some family photos a while back. She recalled noting the matching eye color, but thought nothing of it at the time. _Is it hereditary?_ If so, that might make it even more rare. Then again, maybe it was a recessive gene that could pop up in any birth, but a silver-eyed parent would presumably increase the odds.

"Wait a sec!" Yang interjected, waving her hands in front of her. "Are you sayin' Mom could shoot light from her eyes too?"

"M-maybe," Ruby stammered, clearly wondering the same. "Uncle Qrow made it sound like not everyone knew how to use…whatever I did. _I_ don't know what I did. Or how. Or what happened afterward."

"It definitely hurt the Grimm," Pyrrha explained. "It sounded like it was in pain, then went still. It must've hurt Cinder too. She ran away clutching her face."

"But what about you?"

"Hm?"

"Did it hurt you?" Randi clarified for Pyrrha. "It didn't just hurt the wyvern. You said it hurt Cinder, too. Did you feel anything?"

"N-no…I felt…I don't really know _what_ I felt." Pyrrha stared at the floor, trying to recall the moment in detail. "It was…almost warm. I'm not really sure how to describe it, but it definitely didn't hurt me like it did Cinder."

Jaune watched his partner closely, then summarized everything as eloquently as could be expected. "Huh, weird."

"A light-based power that only targets your enemies…how interesting." Ren's quiet musings reminded everyone who the voice of reason on Team JNPR was.

"Yeah, yeah. You nerds can share your theories later." Yang waved a hand dismissively. "So you…froze a Grimm with your eyes?"

"It's like a superpower!" Nora excitedly cheered, shifting the loveseat with her bouncing.

"Nora, I'm pretty sure super speed already counts," Jaune pointed out, reminding his teammate that they _all_ basically had different abilities straight out of a comic book, before turning back to Ruby. "Have you tried using it again?"

"Back the truck up, buddy," Yang cut in. "Using it once nearly put her in a coma. I'm not sure she's ready to try again."

"Sorry."

"No, it's fine," Ruby assured him with a gentle smile. Lilly had a feeling she'd tried recently, but didn't want her family to know. Yang watched her sister suspiciously, showing she'd picked up on the same thought. Ruby was unlikely to get much alone time for a while. "Honestly, I still have no idea _how_ to use it. It just…sorta happened."

"Perhaps there's something that triggered it," Randi mused, tapping a finger against her chin. "You've fought Grimm before, but never one that large. Then again, maybe it was something about Cinder." Randi shared a knowing look with Pyrrha, but Lilly didn't get it. She looked to her partner, only to find Honey nodding along. _Am I the only one in the dark here?_

"It could've been any number of factors," Ren added.

"Do you remember anything from right before it happened?" Jaune asked. "Maybe we can piece it together."

"Let's see…I ran up to the tower. The dragon was already there. Cinder too. The last thing I saw was Smit–" Ruby eeped suddenly, sitting up so straight it looked like someone replaced her spine with a rod as her eyes slowly slid to Lilly. The rest of the room went deathly silent as they all looked to her. "L-Lilly, I'm so sor–"

"It's okay, Ruby." Lilly wasn't, but she could hardly blame the girl for mentioning Smit's name. She wiped at her eye, but wasn't surprised when her hand came away dry. She'd cried for days, it felt like, until there were no more tears to shed. Her stomach knotted for the thousandth time, but she swallowed and tried to press on, if only to help Ruby. "Smit did what he knew was right. I miss him…a lot." Lilly's face fell as she felt her throat tighten. "B-but Smit…he…" She felt her arm begin to shake. Lilly clenched her fists as she fought for control, knowing it was a losing battle.

A hand gently rested on her trembling arm, steadying her as she looked to Pyrrha, who smiled back despite the droplet snaking down her cheek. With a deep breath, Pyrrha tried to comfort her. "Smit was a true hero. I was proud to call him friend."

 _I want to be the type of man you're proud of._ Smit's words rang in her head. Back in the park – what felt like an _eternity_ ago – he'd uttered those words, claiming her approval as his ultimate goal. At the time, she'd already been proud of what he'd accomplished. She'd seen how hard he'd struggled with his inner demons. It was a fight few could understand without experiencing it themselves. And yet, she'd never said those words – never told him how proud she was of him.

More words she regretted not saying sooner. She'd said them all since. Whispered them to herself. Howled them to the ceiling. Cried them into her mother's shoulder. All in the vain hope he'd somehow hear them. If he had, she'd never heard an answer.

Despite her overwhelming grief, she had never been so proud of Smit. He'd been given the toughest choice imaginable – his life or a friend's – and done what you only read about in stories and headlines. It was easy to think she'd have done the same, but when faced with the harsh reality of the decision, most would waver. Going back to save Pyrrha was hard enough. At least then, there was a chance they'd make it out alive. But he'd gone further, throwing himself in front of Pyrrha, despite knowing it would mean his own death.

Pyrrha gave her arm a final, firm squeeze as she sat back once more, even as Jaune pulled her to his side. If the two had seemed inseparable before, they were joined at the hip after the events of last week. Team JNPR was whole because of Smit's sacrifice. Lilly just wished everyone else could be so lucky.

"Where's Weiss?" Lilly asked, aware that hers wasn't the only team missing someone. It felt a little odd not having half of Ruby's team present, but surely there was a good reason.

"Weiss is…she's gone."

"What? What do you mean, gone?" Lilly demanded of Ruby.

"Weiss's father came for her. He…he took her back to Atlas. I've been writing her letters, but I don't know if they're getting through." Understandable, given how dangerous transporting such things could be. Grimm didn't make exceptions for mail carriers. With the increased presence around Vale, it would be even more difficult. Their best bet would be to have them flown to Atlas on one of the evacuation shuttles, but that wouldn't be a high priority to the government.

"Did she say when she'd be back?"

"Her father didn't tell us anything," Ruby complained. The lack of details was hardly encouraging.

"Poor Weiss," Honey summarized for the group. "All alone in Atlas."

"She's not _completely_ alone," Ruby countered. "Penny promised she'd keep in touch with Weiss when they got back."

"You saw her?"

"Not me. Kind of out cold at the time," Ruby chuckled. "Yang spoke to her, though."

Having successfully cast the spotlight back on her sister, Ruby looked to Yang, making it clear she'd be responsible for any update. "She and Ironwood held off against the Grimm until help arrived. She stopped to check on Ruby, but said they were returning to Atlas with their prisoner."

"Torchwick?"

"She couldn't say, but didn't deny it either." _So, she basically told you without breaking protocol._ For a robot, Penny could be pretty sneaky. "All she would say is that their _mystery prisoner_ ," Yang added air quotes, "had a chance to run, but let himself be taken."

"He likely assumed it would be safer under Ironwood's protection," Ren offered as explanation. Whatever his role in Cinder's plans, he seemed to have failed. Out on his own, Cinder might hunt him down and silence him. If he provided answers to Atlas, however, they might keep him safe. Worst case, if things turned south, he had plenty of experience breaking out of high security prisons.

It seemed life in prison beat death by vengeful mass murderer.

"What about Blake?" Jaune asked, noting the other absence in the room.

"What _about_ her?" Yang practically spat. No one knew how to respond to that. _Blake's her best friend. What set Yang off like that?_

Jaune finally mustered up the courage to press the matter, even if Yang's tone made it clear she didn't want to. "W-where is she? I thought she'd–"

"You thought she'd stick around? Maybe come check on her injured teammate?" Yang gestured to Ruby. "Or maybe even just talk to her partner? Well, that's what I thought too, but I guess we were both wrong." Yang's chest rose and fell angrily. "She ditched us."

"But I thought she went with Randi."

"She did, but as soon as they patched her up, she just…Blake just ran off. Didn't even bother to explain or anything. Just left us behind without saying a word."

"That's not _entirely_ true."

Randi pulled out a small, folded piece of paper, carefully passing it to Yang, who hesitantly accepted it. She unfolded it slowly, then began reading to herself. Her eyes widened as she continued scanning the page, taking in the words faster and faster while the rest of them became impatient.

Thankfully, Randi already knew its contents. "When I woke up at the hospital, I found this note beside my bed. Blake must've written it on the shuttle and figured I'd give it to you. It says she's returning home to Menagerie. Needs to make sure her parents are safe and…mend a few fences. Also says she needs some time to sort some things out, including Adam."

"She knew that psychopath?" Lilly gasped.

"They were… _close_ before Beacon." Lilly shuddered at the emphasis Randi put on that word. How Blake could've had feelings for the monster that nearly killed Randi was beyond her understanding. He'd gone after Blake as well, meaning they either had the most messed up relationship on Remnant, or the romance had well and truly died. _They were both in the White Fang before she left. Maybe he saw it as her abandoning him._ That didn't justify what he'd done in return, though. Then again, she was probably branded a traitor to the terrorist group. She might've been too dangerous for them to leave her alone, given her knowledge of the organization. She'd already located one of their recruitment rallies. Maybe they feared she'd help the authorities locate them.

"When will she be back?"

"It doesn't say," Yang answered as she finished reading.

"Maybe she's just not sure how long she'll need," Randi attempted to justify for the missing faunus. "Regardless of what Adam became, he was clearly a big part of her life at one point. Plus, it sounds like she's got a lot of catching up to do with her family. I'm sure she'll let you know when she's ready."

"She'd better," Yang said as she tucked the note away, "or I'm on the next ship to Menagerie."

"I think you might stand out on an island full of faunus," Ren pointed out.

"She'd go in disguise. Duh!" Nora insisted, as if it were the most obvious conclusion on Remnant.

"I doubt they would fall for a cat-ear headband."

"Well of _course_ a cat would be too obvious! I could totally pass her off as a canary faunus, though." Nora shot Yang a thumbs up, wholeheartedly encouraging the island infiltration. Nora began making plans for exactly how she'd fool everyone, which basically came down to sticking a bunch of feathers in Yang's hair. For her part, Yang didn't looked thrilled at the idea of letting Nora mess with her luscious locks. _Looks like Operation Canary-Who-Caught-the-Cat is a no-go._ A shame, since Lilly would've made sure to help, if only to get photos of the ridiculous getup.

Lilly watched as the room descended into a whimsical debate about making Yang a faunus with a small grin. Her hand slipped over to grab Smit's, only for Pyrrha to give her a sympathetic smile when Lilly darted back. Jaune caught the subtle moment, but rather than be offended at Lilly making a move on his girlfriend, he stood up and walked over to Nora to argue some stupid point, drawing everyone's attention with him as Pyrrha slid closer to Lilly and slipped an arm around her shoulder. Yang was the only one to notice, waggling her eyebrows jokingly before getting pulled into the argument once more.

 _This feels nice,_ Lilly thought to herself. And she didn't mean being held by Pyrrha, though the silent support of a friend was more than welcome. She'd spent the last week wallowing alone in her grief. The sadness was still there, but being surrounded by her friends helped distract her, if nothing else. It also felt better to be treated as a part of the group, rather than the focus of their pity. As they carried on with the ridiculous game, no one tiptoed around her feelings or treated her any differently.

They all finally calmed down as they exhausted their ideas, which had quickly become more and more ridiculous until the whole thing turned into a joke. The room seemed brighter with all the smiles and easy laughter. Everyone basked in the friendly atmosphere for a moment, happy to finally have a happy moment after their recent struggles.

Sadly, nothing lasted forever.

"So what now?" Honey quietly asked. Smiles faltered as reality crept in once more. "What happens next?"

"I don't know," Jaune admitted as he sat down once more. "I heard Coco's team were considering Shade Academy."

"Already?"

"They've worked hard toward their Huntsmen licenses," Jaune shrugged, reminding them that Team CFVY were further into their schooling than them. "Plus, they had to do _something_."

"Sounds like some of the local Huntsmen are forming their own hunting parties around Vale," Randi added. "Claim they're accepting Beacon students. Cardinal and Cyan are planning to join."

"What are they planning?"

"Not sure," Randi shrugged in response to Lilly. "Will probably focus on clearing out Grimm around the city, but they might try to reclaim the school if they get enough people. Not much has been said yet."

It sounded like they were bent on revenge against the Grimm – something that appealed to Lilly. It wouldn't be as satisfying as discharging _Brevis_ in Cinder's face, but at least it would give her some sense of purpose. Besides, a Huntsman was meant to defend people. Thinning out the Grimm around Vale while the city recovered was _exactly_ what they'd been trained for. School was nice, but experience was better.

Of course, that still left out the one responsible for their suffering.

"What about Cinder?" The mood of the room darkened at the name. Everyone waited with baited breath for Lilly to continue. "I'm glad people are sticking around to help Vale, and I get the idea of finishing school, but what's being done about _her_?"

"No one knows where she went," Jaune answered, hinting at having looked into it himself. Apparently, she wasn't the only one interested in seeing her brought to justice. _Or killed. I'd be fine with either._ Considering Cinder had nearly killed Pyrrha, he likely had an axe to grind with her…or a sword to plunge _into_ her. "Where would we even start?"

"Mistral." Ruby's definitive statement caught them by surprise, mostly from how serious Ruby sounded as she continued. "Uncle Qrow said their trail lead to Mistral."

"Oh yeah," Yang thought aloud, snapping her finger as she connected the dots. "Their team came with Haven, right? That means they had to be enrolled there. Maybe the Headmaster can help us."

"But why would he meet with a bunch of kids?"

"We could pretend to be interested in transferring there," Honey chimed in, providing them a cover to get in. "Sun's team are studying there, too. Maybe he can help us snoop around."

"Wait a minute." Lilly cut off their rapidly forming plan to be the voice of reason. "Are you guys _seriously_ suggesting we travel all the way to Haven on a hunch?"

"If it gives us a shot at Cinder, then absolutely," Jaune stated, making the idea seem more enticing. _A chance to get back at that monster?_ This time, they'd have help, while Cinder would be without her pet wyvern. Plus, if they could get Haven to help, they might be able to take her down before she killed anyone else. It would be incredibly difficult, but that's how every legend started. Someone set out to do the impossible. Why not them?

"What about the rest of you?" Lilly asked, not wanting to drag everyone in.

"Gotta keep an eye on my Rubaby," Yang shrugged. "I'll go where she goes." She knew full well what that meant, effectively signing on to the expedition. "Just…don't let Dad know."

"I wouldn't mind a rematch," Pyrrha answered, a competitive gleam in her eye.

"We'll break her legs!"

"We could assist the villages along the way. I'm sure they'd be happy to provide us food and shelter in return."

With the remaining half of RWBY and all of JNPR on board, Lilly turned to her teammates. She wanted nothing more than to make Cinder pay for what she'd done, but wouldn't force her team to come along against their will. "Well guys, what do you say? Feel like babysitting these troublemakers a little longer?"

"I'll follow your lead," Honey smiled, giving Lilly her vote of confidence. All that remained was Randi.

"If we are planning to chase down Cinder, I think it best everyone know what we're up against," Randi said, staring at Pyrrha. "Cinder is more powerful than you all realize. No one is served charging in blindly." Lilly nodded along, unsure what exactly Randi meant but agreeing that they needed to know more about their enemy. "In the end, I swore to keep Pyrrha safe, so that's what I intend to do."

"Pyrrha?" Lilly knew the two were close friends and all, but to hear Randi put the girl before her team hurt a little. Randi typically had a reason for everything, though. "Why Pyrrha?"

"Because she has something Cinder wants. Well, a little of it, anyway. Don't you?" Pyrrha's face reddened at being called out. "I thought so."

"Wait, what?" Lilly gasped, looking to Pyrrha for proof. "What's Cinder after?"

"The same thing she was after a week ago," Randi answered for her friend. "The same thing she destroyed Beacon for…that Ozpin died trying to protect. Cinder got most of it that night, but thanks to Smit and Ruby, Pyrrha kept the last piece."

"The last piece of what?" Lilly demanded, already annoyed by the cryptic words. "What was so important that she'd do all of this to get her hands on it?"

Pyrrha's eyes darted to each of them, but locked onto Randi as the faunus stared meaningfully across the room. Honey smiled encouragingly, even as Jaune nudged his partner in a show of support. Whatever the horrible secret was, it seemed half the room already knew, leaving the rest of them totally in the dark.

"Ozpin wanted it kept secret," Pyrrha muttered.

"Ozpin was wrong," Randi quickly countered. Lilly wanted to end their little dance and press for answers, but could tell Randi was angling for the same. "He wanted to keep us safe, but it's too late for that. We're in this fight now. If they're gonna go after Cinder, they deserve to know everything. Or, at least, what little Ozpin told _us_. Don't make the same mistake he did."

Pyrrha hesitated, briefly struggling with the idea of betraying the late Headmaster's wishes, but Lilly knew it was a losing battle. Randi had focused the choice on her friends, something Pyrrha valued above all else. The room waited patiently as the conflicted girl weighed the options before finally giving in.

Pyrrha sat up straight, watching them cautiously as she steadied herself and took a deep breath. With a somewhat resigned smile, she addressed the room.

"What's your favorite fairytale?"


End file.
